NATIONAL FUEL GAS COMPANY
                           1997 AWARD AND OPTION PLAN

1.  Purpose

         The purpose of the Plan is to advance the  interests of the Company and
its stockholders,  by providing a long-term incentive  compensation program that
will be an incentive to the Core  Employees of the Company and its  Subsidiaries
whose  contributions  are important to the continued  success of the Company and
its Subsidiaries,  and by enhancing their ability to attract and retain in their
employ highly qualified persons for the successful conduct of their businesses.

2.  Definitions

         2.1  "Acceleration  Date"  means  (i)  in  the  event  of a  Change  in
Ownership,  the date on which  such  change  occurs,  or (ii) with  respect to a
Participant  who is eligible for treatment  under paragraph 25 hereof on account
of the termination of his employment  following a Change in Control, the date on
which such termination occurs.

         2.2 "Award" means any form of stock option,  stock appreciation  right,
Restricted Stock,  performance unit,  performance share or other incentive award
granted by the Committee to a Participant  under the Plan pursuant to such terms
and conditions as the Committee may establish.  An Award may be granted  singly,
in combination or in the alternative.

         2.3  "Award  Notice"  means a  written  notice  from the  Company  to a
Participant  that sets forth the terms and conditions of an Award in addition to
those  established  by  this  Plan  and  by  the  Committee's  exercise  of  its
administrative powers.

         2.4  "Board" means the Board of Directors of the Company.

         2.5  "Cause"  means (i) the  willful  and  continued  failure by a Core
Employee to  substantially  perform his duties with his employer  after  written
warnings  specifically  identifying  the  lack of  substantial  performance  are
delivered  to him by his  employer,  or  (ii)  the  willful  engaging  by a Core
Employee in illegal  conduct which is materially and  demonstrably  injurious to
the Company or a Subsidiary.

         2.6 "Change in Control"  shall be deemed to have  occurred at such time
as (i) any "person"  within the meaning of Section  14(d) of the  Exchange  Act,
other than the Company,  a  Subsidiary,  or any  employee  benefit plan or plans
sponsored  by the Company or any  Subsidiary,  is or has become the  "beneficial
owner," as defined in Rule 13d-3 under the Exchange Act, directly or indirectly,
of twenty percent (20%) or more of the combined  voting power of the outstanding
securities of the Company ordinarily having the right to vote at the election of
directors,  or (ii)  approval  by the  stockholders  of the  Company  of (a) any
consolidation  or  merger  of the  Company  in  which  the  Company  is not  the
continuing or surviving  corporation or pursuant to which shares of stock of the
Company would be converted into cash, securities or other property, other than a
consolidation  or merger of the Company in which the common  stockholders of the
Company  immediately prior to the consolidation or merger have substantially the
same  proportionate  ownership  of  common  stock of the  surviving  corporation
immediately after the consolidation or merger as immediately  before, or (b) any
consolidation  or merger in which the  Company is the  continuing  or  surviving
corporation  but in which the common  stockholders  of the  Company  immediately
prior to the  consolidation  or  merger do not hold at least a  majority  of the
outstanding  common stock of the  continuing  or surviving  corporation  (except
where such  holders of Common Stock hold at least a majority of the common stock
of the  corporation  which owns all of the Common Stock of the Company),  or (c)
any sale,  lease,  exchange or other transfer (in one transaction or a series of
related  transactions) of all or substantially all the assets of the Company, or
(iii)  individuals  who constitute the Board on January 1, 1997 (the  "Incumbent
Board") have ceased for any reason to  constitute  at least a majority  thereof,
provided that any person becoming a director subsequent to January 1, 1997 whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least  three-quarters  ( 3/4) of the  directors  comprising  the
Incumbent  Board (either by specific vote or by approval of the proxy  statement
of the  Company in which such person is named as nominee  for  director  without
objection to such nomination) shall be, for purposes of this Plan, considered as
though such person were a member of the Incumbent Board.

         2.7 "Change in Control Price" means, in respect of a Change in Control,
the highest closing price per share paid for the purchase of Common Stock on the
New York  Stock  Exchange,  another  national  stock  exchange  or the  National
Association of Securities  Dealers Automated  Quotation System during the ninety
(90) day period ending on the date the Change in Control occurs,  and in respect
of a Change in  Ownership,  the  highest  closing  price per share  paid for the
purchase of Common Stock on the New York Stock Exchange,  another national stock
exchange or the National  Association of Securities Dealers Automated  Quotation
System  during  the  ninety  (90) day  period  ending on the date the  Change in
Ownership occurs.

         2.8 "Change in  Ownership"  means a change  which  results  directly or
indirectly  in the  Company's  Common Stock  ceasing to be actively  traded on a
national securities  exchange or the National  Association of Securities Dealers
Automated Quotation System.

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

         2.10 "Committee" means the Compensation Committee of the Board, or such
other committee designated by the Board,  authorized to administer the Plan. The
Committee  shall consist of not less than two (2) members of the Board,  each of
whom shall be a Disinterested Board Member. A "Disinterested Board Member" means
a member who (a) is not a current  employee of the Company or a Subsidiary,  (b)
is  not  a  former  employee  of  the  Company  or  a  Subsidiary  who  receives
compensation  for prior  services  (other than  benefits  under a  tax-qualified
retirement  plan)  during the taxable  year,  (c) has not been an officer of the
Company (d) does not  receive  remuneration  from the  Company or a  Subsidiary,
either directly or indirectly,  in any capacity other than as a director and (e)
does not possess an interest in any other  transaction,  and is not engaged in a
business  relationship,  for which disclosure would be required pursuant to Item
404(a) or (b) of Regulation  S-K under the  Securities  Act of 1933, as amended.
The term Disinterested Board Member shall be interpreted in such manner as shall
be necessary to conform to the  requirements  of Section  162(m) of the Code and
Rule 16b-3 promulgated under the Exchange Act.

         2.11  "Common Stock" means the common stock of the Company.

         2.12  "Company" means National Fuel Gas Company.

         2.13 "Core Employee" means an officer or other core management employee
of the  company  or a  Subsidiary  as  determined  by the  Committee.  Every Key
Management Employee is also a Core Employee.

         2.14  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended from time to time.

         2.15 "Fair  Market  Value" of a share of Common Stock on any date means
the  average  of the high and low sales  prices  of a share of  Common  Stock as
reflected   in  the   report  of   consolidated   trading   of  New  York  Stock
Exchange-listed  securities  for that date (or, if no such shares were  publicly
traded on that date,  the next  preceding  date that such shares were so traded)
published in The Wall Street Journal or in any other publication selected by the
Committee; provided, however, that if shares of Common Stock shall not have been
publicly  traded for more than ten (10) days  immediately  preceding  such date,
then the Fair Market Value of a share of Common Stock shall be determined by the
Committee in such manner as it may deem appropriate.

         2.16  "Good  Reason"  means  a  good  faith  determination  made  by  a
Participant  that there has been any (i)  material  change by the Company of the
Participant's functions, duties or responsibilities which change could cause the
Participant's   position   with  the   Company   to  become  of  less   dignity,
responsibility,  importance,  prestige or scope, including,  without limitation,
the assignment to the  Participant of duties and  responsibilities  inconsistent
with his  positions,  (ii)  assignment  or  reassignment  by the  Company of the
Participant  without the Participant's  consent,  to another place of employment
more than 30 miles from the Participant's current place of employment,  or (iii)
reduction in the Participant's  total  compensation or benefits or any component
thereof,  provided  in each case that the  Participant  shall  specify the event
relied upon for such  determination  by written  notice to the Board at any time
within six months after the occurrence of such event.

         2.17 "Key  Management  Employee"  means a  management  employee  of the
Company or a Subsidiary (i) who has significant  policymaking  responsibilities,
and (ii) whose  current  base salary at the time an Award is issued is among the
highest two percent  (2%) of the current base  salaries of all the  employees of
the Company or any Subsidiary, all as determined by the Committee.

         2.18  "Participant"  means  any  individual  to whom an Award  has been
granted by the Committee under this Plan.

         2.19 "Plan" means the  National  Fuel Gas Company 1997 Award and Option
Plan.

         2.20 "Restricted Stock" means an Award granted pursuant to paragraph 10
hereof.

         2.21 "Subsidiary" means a corporation or other business entity in which
the Company  directly or indirectly has an ownership  interest of eighty percent
(80%) or more.

         2.22 "Unit" means a bookkeeping entry used by the Company to record and
account for the grant of the  following  Awards  until such time as the Award is
paid,  cancelled,  forfeited or terminated,  as the case may be: Units of Common
Stock, performance units, and performance shares which are expressed in terms of
Units of Common Stock.

3.  Administration

         The Plan shall be  administered  by the Committee.  The Committee shall
have the  authority to: (a)  interpret  the Plan;  (b) establish  such rules and
regulations as it deems necessary for the proper administration of the Plan; (c)
select Key  Management  Employees and Core Employees to receive Awards under the
Plan;  (d)  determine  the  form of an  Award,  whether  a stock  option,  stock
appreciation right,  Restricted Stock,  performance unit,  performance share, or
other incentive award established by the Committee in accordance with (h) below,
the number of shares or Units subject to the Award, all the terms and conditions
of an Award,  including  the time and  conditions  of exercise  or vesting;  (e)
determine  whether  Awards would be granted  singly,  in  combination  or in the
alternative;  (f) grant waivers of Plan terms and conditions,  provided that any
such  waiver  granted  to an  executive  officer  of the  Company  shall  not be
inconsistent  with  Section  16 of the  Exchange  Act and the rules  promulgated
thereunder;  (g) accelerate the vesting, exercise or payment of any Award or the
performance  period  of an  Award  when  any  such  action  would be in the best
interest of the Company; (h) establish such other types of Awards, besides those
specifically  enumerated in paragraph 2.2 hereof, which the Committee determines
are consistent with the Plan's  purposes;  and (i) take any and all other action
it deems  advisable  for the proper  administration  of the Plan.  The Committee
shall  also  have the  authority  to  grant  Awards  in  replacement  of  Awards
previously granted under this Plan or any other executive  compensation or stock
option plan of the Company or a Subsidiary.  All determinations of the Committee
shall be made by a majority  of its  members,  and its  determinations  shall be
final, binding and conclusive.  The Committee,  in its discretion,  may delegate
its  authority  and duties under the Plan to the Chief  Executive  Officer or to
other  senior  officers of the Company to the extent  permitted by Section 16 of
the  Exchange  Act and  notwithstanding  any other  provision of this Plan or an
Award Notice,  under such  conditions as the Committee may establish;  provided,
however,  that only the  Committee  may select and grant Awards and render other
decisions as to the timing, pricing and amount of Awards to Participants who are
subject to Section 16 of the Exchange Act.

4.  Eligibility

         Any Core Employee is eligible to become a  Participant  of the Plan who
receives  Stock  Options  only. A Key  Management  Employee is also  eligible to
become a Participant of the Plan who receives other awards under the Plan.

5.  Shares Available

         (a) The maximum number of shares of Common Stock,  $1.00 par value,  of
the  Company  which  shall be  available  for  grant of  Awards  under  the Plan
(including  incentive stock options) during its term shall not exceed 3,800,000;
subject to adjustment as provided in paragraph 18. Awards  covering no more than
300,000 shares of Common Stock of the Company may be granted to any  Participant
in any fiscal year subject to  adjustment  as provided in  paragraph  18. Of the
1,900,000 shares which were made available by the Plan amendment approved at the
2000 Annual Meeting of Stockholders,  1,200,000 of such shares will be available
only for awards of stock options.

         (b) Any shares of Common  Stock  related to Awards  which  terminate by
expiration,  forfeiture,  cancellation or otherwise without the issuance of such
shares,  are settled in cash in lieu of Common Stock,  or are exchanged with the
Committee's permission for Awards not involving Common Stock, shall be available
again for grant under the Plan, provided, however, that if dividends or dividend
equivalents  pursuant to paragraph 14, or other benefits of share ownership (not
including the right to vote the shares) have been received by the Participant in
respect of an Award  prior to such  termination,  settlement  or  exchange,  the
shares  which were the  subject of the Award  shall not again be  available  for
grant under the Plan.  Further,  any shares of Common  Stock which are used by a
Participant for the full or partial payment to the Company of the purchase price
of  shares  of  Common  Stock  upon  exercise  of a  stock  option,  or for  any
withholding taxes due as a result of such exercise, shall again be available for
Awards under the Plan.  Similarly,  shares of Common Stock with respect to which
an Alternative  SAR has been exercised and paid in cash shall again be available
for grant under the Plan. Shares to which independent or combination SARs relate
shall not count against the 3,800,000 share limit set forth in this paragraph 5.

         (c) The shares of Common Stock  available  for issuance  under the Plan
may be authorized and unissued shares or treasury shares.

6.  Term

         The Plan shall become  effective as of December 13, 1996 subject to its
approval  by  the  Company's   stockholders   at  the  1997  Annual  Meeting  of
Stockholders  and  subject  to the  approval  of  the  Securities  and  Exchange
Commission under the Public Utility Holding Company Act of 1935, as amended.  No
Awards shall be exercisable  or payable before these  approvals of the Plan have
been obtained and all Awards made prior to approval of the Plan by the Company's
stockholders and approval of the Plan by the Securities and Exchange  Commission
under the Public Utility Holding Company Act of 1935, as amended, are contingent
upon such  approval.  Awards  shall not be  granted  pursuant  to the Plan after
December 12, 2006.

7.  Participation

         The Committee shall select  Participants,  determine the type of Awards
to be made, and establish in the related Award Notices the applicable  terms and
conditions  of the  Awards in  addition  to those set forth in this Plan and the
administrative rules issued by the Committee.

8.  Stock Options

         (a) Grants.  Awards may be granted in the form of stock options.  These
stock options may be incentive  stock options  within the meaning of Section 422
of the Code or  non-qualified  stock options (i.e.,  stock options which are not
incentive stock options), or a combination of both.

         (b) Terms and Conditions of Options.  Unless the Award Notice  provides
otherwise,  an option  shall be  exercisable  in whole or in part.  The price at
which  Common Stock may be  purchased  upon  exercise of a stock option shall be
established  by the  Committee,  but such price  shall not be less than the Fair
Market Value of the Common Stock on the date of the stock  option's  grant.  The
Committee  shall not have the authority to decrease such price after the date of
the stock option's grant, except for adjustments appropriate to reflect a Common
Stock dividend,  stock split,  reverse stock-split or other combination pursuant
to  Section  18(a).  An Award  Notice  evidencing  a stock  option  may,  in the
discretion  of the  Committee,  provide that a  Participant  who pays the option
price of a stock  option by an  exchange  of shares of Common  Stock  previously
owned by the  Participant  shall  automatically  be issued a new stock option to
purchase  additional  shares of Common  Stock  equal to the  number of shares of
Common  Stock so  exchanged.  Such new stock  option  shall have an option price
equal to the Fair  Market  Value of the Common  Stock on the date such new stock
option is issued and shall be subject to such other terms and  conditions as the
Committee deems appropriate.  Unless the Award Notice provides  otherwise,  each
incentive stock option shall first become  exercisable on the first  anniversary
of its date of grant,  and each  non-qualified  stock  option shall first become
exercisable on the first anniversary of its date of grant, or, if earlier (i) on
the date of the Participant's  death occurring after the date of grant, (ii) six
months after the date of grant, if the  Participant has voluntarily  resigned on
or after his 60th birthday, after the date of grant, and before such six months,
or (iii) on the date of the Participant's  voluntary resignation on or after his
60th birthday and at least six months after the date of grant.  Unless the Award
Notice provides  otherwise,  each non-qualified stock option shall expire on the
day after the  tenth  anniversary  of its date of  grant,  and  incentive  stock
options and non-qualified  stock options granted in combination may be exercised
separately.

         (c)  Restrictions  Relating to Incentive  Stock Options.  Stock options
issued in the form of  incentive  stock  options  shall,  in  addition  to being
subject to all  applicable  terms and  conditions  established by the Committee,
comply with  Section 422 of the Code.  Accordingly,  the  aggregate  Fair Market
Value  (determined  at the time the option was granted) of the Common Stock with
respect to which incentive stock options are exercisable for the first time by a
Participant  during any calendar  year (under this Plan or any other plan of the
Company or any of its  Subsidiaries)  shall not exceed  $100,000  (or such other
limit as may be  required  by the  Code).  Unless  the Award  Notice  provides a
shorter  period,   each  incentive  stock  option  shall  expire  on  the  tenth
anniversary  of its date of grant.  The  number of shares of Common  Stock  that
shall be  available  for  incentive  stock  options  granted  under  the Plan is
3,800,000.

         (d)  Exercise of Option.  Upon  exercise,  the option  price of a stock
option may be paid in cash, shares of Common Stock,  shares of Restricted Stock,
a combination of the foregoing, or such other consideration as the Committee may
deem  appropriate.   The  Committee  shall  establish  appropriate  methods  for
accepting Common Stock, whether restricted or unrestricted,  and may impose such
conditions as it deems appropriate on the use of such Common Stock to exercise a
stock option. The Committee,  in its sole discretion,  may establish  procedures
whereby a Participant to the extent permitted by and subject to the requirements
of Rule  16b-3  under  the  Exchange  Act,  Regulation  T issued by the Board of
Governors of the Federal  Reserve System  pursuant to the Exchange Act,  federal
income tax laws, and other federal, state and local tax and securities laws, can
exercise an option or a portion  thereof  without making a direct payment of the
option price to the Company.  If the Committee so elects to establish a cashless
exercise program, the Committee shall determine, in its sole discretion and from
time  to  time,  such  administrative   procedures  and  policies  as  it  deems
appropriate.  Such  procedures and policies shall be binding on any  Participant
wishing to utilize the cashless exercise program.

9.  Stock Appreciation Rights

         (a)  Grants and  Valuation.  Awards may be granted in the form of stock
appreciation rights ("SARs").  SARs may be granted singly ("Independent  SARs"),
in  combination  with all or a portion of a related  stock option under the Plan
("Combination SARs"), or in the alternative ("Alternative SARs"). Combination or
Alternative SARs may be granted either at the time of the grant of related stock
options  or at any  time  thereafter  during  the  term  of the  stock  options.
Combination  SARs shall be subject to paragraph  9(b) hereof.  Alternative  SARs
shall be subject to paragraph 9(c) hereof.  Independent SARs shall be subject to
paragraph 9(d) hereof.  Unless this Plan or the Award Notice provides otherwise,
SARs shall entitle the recipient to receive a payment equal to the  appreciation
in the Fair Market  Value of a stated  number of shares of Common Stock from the
award date to the date of exercise.  Once a SAR has been issued,  the  Committee
shall not reprice the SAR by changing  the initial  Fair Market Value from which
the payment is calculated except for adjustments appropriate to reflect a Common
Stock dividend,  stock split,  reverse stock-split or other combination pursuant
to Section  18(a).  In the case of SARs granted in  combination  with, or in the
alternative  to, stock  options,  the  appreciation  in value is from the option
price of such  related  stock  option  to the Fair  Market  Value on the date of
exercise of such SARs. Unless this Plan or the Award Notice provides  otherwise,
SARs granted in conjunction  with stock options shall be  Combination  SARs, and
all SARs shall be  exercisable  between one year and ten years and one day after
the date of their award.

         (b) Terms and  Conditions of Combination  SARs.  Both the stock options
granted in conjunction  with  Combination  SARs and the Combination  SARs may be
exercised.  Combination SARs shall be exercisable only to the extent the related
stock  option  is  exercisable,  and  the  base  from  which  the  value  of the
Combination  SARs is measured at its  exercise  shall be the option price of the
related stock option. Combination SARs may be exercised either together with the
related stock option or separately. If a Participant exercises a Combination SAR
or related stock option,  but not both, the other shall remain  outstanding  and
shall remain exercisable during the entire exercise period.

         (c) Terms and Conditions of Alternative  SARs. Either the stock options
granted in the alternative to Alternative  SARs or the  Alternative  SARs may be
exercised,  but not both.  Alternative  SARs  shall be  exercisable  only to the
extent that the related stock option is exercisable, and the base from which the
value of the  Alternative  SARs is measured at its exercise  shall be the option
price of the related stock option.  If related stock options are exercised as to
some or all of the shares  covered by the Award,  the related  Alternative  SARs
shall be cancelled  automatically  to the extent of the number of shares covered
by the stock option  exercise.  Upon exercise of Alternative  SARs as to some or
all of the shares  covered by the  Award,  the  related  stock  option  shall be
cancelled  automatically  to the extent of the number of shares  covered by such
exercise,  and such shares shall again be eligible for grant in accordance  with
paragraph 5 hereof.

         (d) Terms and Conditions of Independent SARs. Independent SARs shall be
exercisable  in  whole  or in  such  installments  and at  such  time  as may be
determined  by the  Committee.  The  base  price  from  which  the  value  of an
Independent SAR is measured shall also be determined by the Committee; provided,
however,  that such price  shall not be less than the Fair  Market  Value of the
Common Stock on the date of the grant of the Independent SAR.

         (e) Deemed  Exercise.  The  Committee  may provide  that a SAR shall be
deemed to be exercised at the close of business on the scheduled expiration date
of such SAR, if at such time the SAR by its terms remains exercisable and, if so
exercised, would result in a payment to the holder of such SAR.

10.  Restricted Stock

         (a)  Grants.  Awards may be granted  in the form of  Restricted  Stock.
Shares of  Restricted  Stock shall be awarded in such  amounts and at such times
during the term of the Plan as the Committee shall determine.

         (b) Award Restrictions. Restricted Stock shall be subject to such terms
and conditions as the Committee  deems  appropriate,  including  restrictions on
transferability and continued employment.  No more than 50,000 restricted shares
may be issued in a single  fiscal year.  The  Committee may modify or accelerate
the delivery of shares of Restricted Stock under such  circumstances as it deems
appropriate.

         (c)  Rights as  Stockholders.  During the period in which any shares of
Restricted Stock are subject to the restrictions  imposed under paragraph 10(b),
the Committee may, in its discretion, grant to the Participant to whom shares of
Restricted  Stock have been  awarded  all or any of the rights of a  stockholder
with respect to such shares, including, but not by way of limitation,  the right
to vote such shares and to receive dividends.

         (d) Evidence of Award. Any shares of Restricted Stock granted under the
Plan  may be  evidenced  in such  manner  as the  Committee  deems  appropriate,
including,  without limitation,  book-entry  registration or issuance of a stock
certificate or certificates.

11.  Performance Units

         (a)  Grants.  Awards may be granted in the form of  performance  units.
Performance  units shall refer to the Units valued by  reference  to  designated
criteria  established by the Committee,  other than Units which are expressed in
terms of Common Stock.

         (b)  Performance  or  Service  Criteria.  Performance  units  shall  be
contingent on the attainment during a performance period of certain  performance
and/or service objectives. The length of the performance period, the performance
or service  objectives to be achieved,  and the extent to which such  objectives
have been  attained  shall be  conclusively  determined  by the Committee in the
exercise of its absolute  discretion.  Performance and service objectives may be
revised by the Committee  during the performance  period,  in order to take into
consideration any unforeseen events or changes in circumstances.

12.  Performance Shares

         (a) Grants.  Awards may be granted in the form of  performance  shares.
Performance  shares  shall  refer to shares of Common  Stock or Units  which are
expressed in terms of Common Stock, including shares of phantom stock.

         (b)  Performance  or  Service  Criteria.  Performance  shares  shall be
contingent  upon  the  attainment   during  a  performance   period  of  certain
performance or service  objectives.  The length of the performance  period,  the
performance or service  objectives to be achieved,  and the extent to which such
objectives have been attained shall be conclusively  determined by the Committee
in the exercise of its absolute  discretion.  Performance and service objectives
may be revised by the Committee during the performance  period, in order to take
into consideration any unforeseen events or changes in circumstances.

13.  Payment of Awards

         At the  discretion of the  Committee,  payment of Awards may be made in
cash, Common Stock, a combination of cash and Common Stock, or any other form of
property as the Committee shall determine.

14.  Dividends and Dividend Equivalents

         If an Award is granted in the form of Restricted Stock,  stock options,
or  performance  shares,  or in the form of any  other  stock-based  grant,  the
Committee  may,  at any time up to the time of  payment,  include  as part of an
Award an entitlement to receive  dividends or dividend  equivalents,  subject to
such terms and conditions as the Committee may establish. Dividends and dividend
equivalents  shall  be  paid  in  such  form  and  manner  (i.e.,  lump  sum  or
installments),  and at such time as the Committee shall determine. All dividends
or dividend  equivalents  which are not paid currently  may, at the  Committee's
discretion,  accrue  interest,  be reinvested into  additional  shares of Common
Stock  or,  in the  case  of  dividends  or  dividend  equivalents  credited  in
connection with performance shares, be credited as additional performance shares
and paid to the Participant if and when, and to the extent that, payment is made
pursuant to such Award.

15.  Deferral of Awards

         At the  discretion  of the  Committee,  the  receipt of the  payment of
shares of Restricted Stock,  performance shares,  performance units,  dividends,
dividend  equivalents,  or any portion thereof, may be deferred by a Participant
until such time as the  Committee may  establish.  All such  deferrals  shall be
accomplished  by  the  delivery  of  a  written,  irrevocable  election  by  the
Participant  prior to such  time  payment  would  otherwise  be made,  on a form
provided by the Company. Further, all deferrals shall be made in accordance with
administrative  guidelines  established  by the  Committee  to ensure  that such
deferrals  comply  with  all  applicable   requirements  of  the  Code  and  its
regulations.  Deferred payments shall be paid in a lump sum or installments,  as
determined by the  Committee.  The Committee may also credit  interest,  at such
rates to be determined by the Committee,  on cash payments that are deferred and
credit dividends or dividend equivalents on deferred payments denominated in the
form of Common Stock.

16.  Termination of Employment

         (a)  General  Rule.   Subject  to  paragraph  20,  if  a  Participant's
employment  with the Company or a Subsidiary  terminates for a reason other than
death, disability, retirement, or any approved reason, all unexercised, unearned
or unpaid  Awards shall be  cancelled  or  forfeited as the case may be,  unless
otherwise  provided in this paragraph or in the Participant's  Award Notice. The
Committee  shall have the authority to promulgate  rules and  regulations to (i)
determine what events constitute disability,  retirement,  or termination for an
approved  reason for purposes of the Plan, and (ii) determine the treatment of a
Participant under the Plan in the event of his death, disability, retirement, or
termination for an approved reason.

         (b)  Incentive   Stock  Options.   Unless  the  Award  Notice  provides
otherwise,  any incentive stock option which has not theretofore expired,  shall
terminate upon  termination  of the  Participant's  employment  with the Company
whether by death or otherwise,  and no shares of Common Stock may  thereafter be
purchased pursuant to such incentive stock option, except that:

                  (i) Upon  termination of employment  (other than by death),  a
         Participant  may,  within three months after the date of termination of
         employment,  purchase  all or part of any shares of Common  Stock which
         the  Participant  was entitled to purchase under such  incentive  stock
         option on the date of termination of employment.

                  (ii) Upon the death of any Participant while employed with the
         Company or within  the  three-month  period  referred  to in  paragraph
         16(b)(i)  above,  the  Participant's  estate or the  person to whom the
         Participant's  rights under the incentive  stock option are transferred
         by will or the laws of descent and  distribution  may,  within one year
         after the date of the Participant's death,  purchase all or part of any
         shares of Common Stock which the  Participant  was entitled to purchase
         under such incentive stock option on the date of death.

         Notwithstanding  anything in this paragraph 16(b) to the contrary,  the
Committee  may at any time  within  the  three-month  period  after  the date of
termination of a Participant's employment,  with the consent of the Participant,
the Participant's  estate or the person to whom the  Participant's  rights under
the incentive  stock options are  transferred by will or the laws of descent and
distribution,  extend the period for  exercise  of the  Participant's  incentive
stock options to any date not later than the date on which such incentive  stock
options would have  otherwise  expired  absent such  termination  of employment.
Nothing in this  paragraph  16(b) shall  authorize  the exercise of an incentive
stock option after the expiration of the exercise period therein  provided,  nor
later than ten years after the date of grant.

         (c)  Non-Qualified  Stock  Options.  Unless the Award  Notice  provides
otherwise, any nonqualified stock option which has not theretofore expired shall
terminate upon termination of the Participant's employment with the Company, and
no  shares  of  Common  Stock  may  thereafter  be  purchased  pursuant  to such
non-qualified stock option, except that:

                  (i) Upon  termination  of employment for any reason other than
         death,  discharge by the Company for cause, or voluntary resignation of
         the Participant  prior to age 60, a Participant  may, within five years
         after the date of termination of employment, or any such greater period
         of time as the Committee,  in its sole discretion,  deems  appropriate,
         exercise  all or part  of the  non-qualified  stock  option  which  the
         Participant  was  entitled to exercise  on the date of  termination  of
         employment or  subsequently  becomes  eligible to exercise  pursuant to
         paragraph 8(b) above.

                  (ii) Upon the death of a Participant  while  employed with the
         Company or within the period  referred to in paragraph  16(c)(i) above,
         the Participant's estate or the person to whom the Participant's rights
         under the  non-qualified  stock option are  transferred  by will or the
         laws of descent and distribution  may, within five years after the date
         of the  Participant's  death  while  employed,  or  within  the  period
         referred to in paragraph  16(c)(i)  above,  exercise all or part of the
         non-qualified  stock  option  which the  Participant  was  entitled  to
         exercise on the date of death.

         Nothing in this  paragraph  16(c)  shall  authorize  the  exercise of a
non-qualified stock option later than the exercise period set forth in the Award
Notice.

17.  Nonassignability

         No Award  under the Plan shall be subject in any manner to  alienation,
anticipation,  sale,  transfer  (except  by will  or the  laws  of  descent  and
distribution or pursuant to a qualified domestic  relations order),  assignment,
pledge, or encumbrance,  except that, unless the Committee specifies  otherwise,
all awards of non-qualified stock options or SARs shall be transferable  without
consideration,   subject  to  all  the  terms  and   conditions  to  which  such
non-qualified  stock options or SARs are otherwise subject,  to (i) members of a
Participant's  immediate family as defined in Rule 16a-1  promulgated  under the
Exchange Act, or any successor rule or regulation, (ii) trusts for the exclusive
benefit of the  Participant or such  immediate  family members or (iii) entities
which are  wholly-owned  by the  Participant or such immediate  family  members,
provided that (x) there may be no consideration  for any such transfer,  and (y)
subsequent  transfers of transferred options shall be prohibited except those by
will or the laws of  descent  and  distribution.  Following  transfer,  any such
options  shall  continue to be subject to the same terms and  conditions as were
applicable  immediately  prior to  transfer,  and except as provided in the next
sentence, the term "Participant" shall be deemed to refer to the transferee. The
events of termination of employment of Section 16(c) hereof shall continue to be
applied with reference to the original Participant and following the termination
of employment of the original  Participant,  the options shall be exercisable by
the  transferee  only to the extent,  and for the periods  specified  in Section
16(c), that the original Participant could have exercised such option. Except as
expressly permitted by this paragraph,  an Award shall be exercisable during the
Participant's lifetime only by him.

18. Adjustment of Shares Available

         (a)  Changes in Stock.  In the event of changes in the Common  Stock by
reason of a Common Stock  dividend,  stock split,  reverse  stock-split or other
combination,  appropriate  adjustment  shall  be  made by the  Committee  in the
aggregate  number of shares  available under the Plan, the number of shares with
respect to which  Awards may be granted to any  Participant  in any fiscal year,
and the number of shares, SARs, performance shares, Common Stock units and other
stock-based  interests subject to outstanding  Awards,  without,  in the case of
stock  options,  causing a change  in the  aggregate  purchase  price to be paid
therefor.  Such proper  adjustment as may be deemed equitable may be made by the
Committee in its  discretion  to give effect to any other change  affecting  the
Common Stock.

         (b) Changes in Capitalization.  In case of a merger or consolidation of
the Company  with  another  corporation,  a  reorganization  of the  Company,  a
reclassification  of the Common Stock of the Company, a spinoff of a significant
asset,  or other  changes  in the  capitalization  of the  Company,  appropriate
provision  shall be made for the protection and  continuation of any outstanding
Awards by either (i) the  substitution,  on an equitable  basis,  of appropriate
stock or other  securities  or other  consideration  to which  holders of Common
Stock of the Company will be entitled pursuant to such transaction or succession
of  transactions,  or (ii) by  appropriate  adjustment  in the  number of shares
issuable  pursuant  to the Plan,  the number of shares  covered  by  outstanding
Awards,  the option price of outstanding  stock  options,  the exercise price of
outstanding  SARs, the performance or service criteria or performance  period of
outstanding  performance  units,  and the  performance  or service  criteria  or
performance period of outstanding  performance  shares, as deemed appropriate by
the Committee.

19.  Withholding Taxes

         The Company  shall be  entitled  to deduct  from any payment  under the
Plan,  regardless  of the form of such  payment,  the  amount of all  applicable
income and employment  taxes required by law to be withheld with respect to such
payment or may require the  participant  to pay to it such tax prior to and as a
condition  of  the  making  of  such  payment.  Subject  to  the  administrative
guidelines  established  by the Committee,  a Participant  may pay the amount of
taxes  required by law to be  withheld  from an Award,  in whole or in part,  by
requesting  that the Company  withhold from any payment of Common Stock due as a
result of such Award,  or by delivering  to the Company,  shares of Common Stock
having a Fair  Market  Value less than or equal to the  amount of such  required
withholding taxes.

20.  Noncompetition Provision

         Notwithstanding anything contained in this Plan to the contrary, unless
the  Award  Notice  specifies   otherwise,   a  Participant  shall  forfeit  all
unexercised, unearned, and/or unpaid Awards, including Awards earned but not yet
paid, all unpaid dividends and dividend  equivalents,  and all interest, if any,
accrued  on the  foregoing  if,  (i)  in  the  opinion  of  the  Committee,  the
Participant,  without the written  consent of the Company,  engages  directly or
indirectly  in any manner or capacity as  principal,  agent,  partner,  officer,
director,  employee, or otherwise,  in any business or activity competitive with
the business conducted by the Company or any Subsidiary; or (ii) the Participant
performs  any  act or  engages  in any  activity  which  in the  opinion  of the
Committee is inimical to the best  interests of the  Company.  In addition,  the
Committee may, in its discretion, condition the deferral of any Award, dividend,
or dividend  equivalent under paragraph 15 hereof on a Participant's  compliance
with the terms of this paragraph 20, and cause such a Participant to forfeit any
payment which is so deferred if the  Participant  fails to comply with the terms
hereof.

21.  Amendments to Awards

         The  Committee  may at any time  unilaterally  amend  any  unexercised,
unearned,  or unpaid  Award,  including  Awards  earned but not yet paid, to the
extent it deems appropriate; provided, however, that any such amendment which is
adverse to the Participant shall require the Participant's consent.

22.  Regulatory Approvals and Listings

         Notwithstanding  anything  contained in this Plan to the contrary,  the
Company  shall have no  obligation  to issue or deliver  certificates  of Common
Stock  evidencing  Awards  resulting in the payment of Common Stock prior to (a)
the  obtaining of any approval  from any  governmental  agency which the Company
shall, in its sole discretion,  determine to be necessary or advisable,  (b) the
admission  of such  shares to listing on the stock  exchange on which the Common
Stock  may be  listed,  and (c) the  completion  of any  registration  or  other
qualification  of said  shares  under any state or federal  law or ruling of any
governmental body which the Company shall, in its sole discretion,  determine to
be necessary or advisable.

23.  No Right to Continued Employment or Grants

         Participation  in the Plan shall not give any  Participant any right to
remain in the employ of the  Company or any  Subsidiary.  The Company or, in the
case of employment  with a  Subsidiary,  the  Subsidiary,  reserves the right to
terminate any Participant at any time. Further,  the adoption of this Plan shall
not be deemed to give any person any right to be selected as a Participant or to
be granted an Award.

24.  Amendment

         The Board may suspend or terminate  the Plan at any time.  In addition,
the  Board  may,  from  time to time,  amend  the Plan in any  manner,  provided
however,  that any such amendment may be subject to stockholder  approval (i) at
the discretion of the Board and (ii) to the extent that shareholder approval may
be required by law,  including,  but not  limited to, the  requirements  of Rule
16b-3 under the Exchange Act, or any successor rule or regulation.

25.  Change in Control and Change in Ownership

         (a) Background.  All  Participants  shall be eligible for the treatment
afforded  by this  paragraph  25 if there is a Change in  Ownership  or if their
employment terminates within two years following a Change in Control, unless the
termination is due to (i) death;  (ii)  disability  entitling the Participant to
benefits under his  employer's  long-term  disability  plan;  (iii) Cause;  (iv)
resignation  by the  Participant  other than for Good Reason;  or (v) retirement
entitling the Participant to benefits under his employer's retirement plan.

         (b) Vesting and Lapse of Restrictions. If a Participant is eligible for
treatment under this paragraph 25, (i) all of the terms and conditions in effect
on any unexercised,  unearned, unpaid or deferred Awards shall immediately lapse
as of the Acceleration  Date; (ii) no other terms or conditions shall be imposed
upon any  Awards  on or after  such  date,  and in no event  shall  any Award be
forfeited  on or after such date;  and (iii) all of his  unexercised,  unvested,
unearned   and/or   unpaid  Awards  or  any  other   outstanding   Awards  shall
automatically  become one hundred  percent (100%) vested  immediately  upon such
date.

         (c) Dividends and Dividend  Equivalents.  If a Participant  is eligible
for  treatment  under  this  paragraph  25, all unpaid  dividends  and  dividend
equivalents and all interest accrued thereon,  if any, shall be treated and paid
under this  paragraph  25 in the  identical  manner and time as the Award  under
which such dividends or dividend equivalents have been credited. For example, if
upon a Change in Ownership,  an Award under this paragraph 25 is to be paid in a
prorated fashion,  all unpaid dividends and dividend equivalents with respect to
such Award shall be paid  according to the same  formula  used to determine  the
amount of such prorated Award.

         (d)  Treatment  of  Performance  Units  and  Performance  Shares.  If a
Participant  holding either  performance units or performance shares is eligible
for  treatment  under this  paragraph 25, the  provisions of this  paragraph (d)
shall determine the manner in which such  performance  units and/or  performance
shares shall be paid to him. For purposes of making such payment,  each "current
performance  period"  (defined  to  mean  a  performance  period  or  term  of a
performance unit or performance share which period or term has commenced but not
yet ended),  shall be treated as terminating upon the Acceleration Date, and for
each such "current  performance period" and each "completed  performance period"
(defined  to  mean a  performance  period  or  term  of a  performance  unit  or
performance  share which has ended but for which the  Committee  has not, on the
Acceleration  Date,  made a  determination  as to whether and to what degree the
performance or service objectives for such period have been attained),  it shall
be assumed that the  performance or service  objectives  have been attained at a
level  of  one  hundred  percent  (100%)  or  the  equivalent  thereof.  If  the
Participant is  participating in one or more "current  performance  periods," he
shall be considered to have earned and, therefore,  to be entitled to receive, a
prorated  portion  of the  Awards  previously  granted  to  him  for  each  such
performance period. Such prorated portion shall be determined by multiplying the
number of performance  shares or performance  units, as the case may be, granted
to the Participant by a fraction,  the numerator of which is the total number of
whole and partial  years (with each partial year being  treated as a whole year)
that have  elapsed  since  the  beginning  of the  performance  period,  and the
denominator of which is the total number of years in such performance  period. A
Participant in one or more "completed  performance  periods" shall be considered
to have earned and, therefore, be entitled to receive all the performance shares
and performance units previously granted to him during each performance period.

         (e)  Valuation of Awards.  If a  Participant  is eligible for treatment
under this paragraph 25, his Awards  (including  those earned as a result of the
application  of  paragraph  25(d)  above)  shall be valued and cashed out on the
basis of the Change in Control Price.

         (f) Payment of Awards. If a Participant is eligible for treatment under
this  paragraph  25,  whether or not he is still  employed  by the  Company or a
Subsidiary,  he shall be paid,  in a single  lump sum cash  payment,  as soon as
practicable but in no event later than 90 days after the Acceleration  Date, for
all outstanding  Units of Common Stock,  Independent and Combination SARs, stock
options (including incentive stock options),  performance units (including those
earned as a result of the application of paragraph 25(d) above), and performance
shares  (including  those earned as a result of paragraph 25(d) above),  and all
other outstanding  Awards,  including those granted by the Committee pursuant to
its authority under paragraph 3(h) hereof.

         (g) Deferred  Awards.  If a Participant is eligible for treatment under
this  paragraph 25, all deferred  Awards for which payment has not been received
as of the  Acceleration  Date shall be paid in a single lump sum cash payment as
soon as  practicable,  but in no event  later than 90 days after such date.  For
purposes of making such payment,  the value of all Awards which are  stock-based
shall be determined by the Change in Control Price.

         (h)  Miscellaneous.  Upon a Change in Control or a Change in Ownership,
(i) the provisions of paragraphs 16, 20 and 21 hereof shall become null and void
and of no force and effect  insofar as they apply to a Participant  who has been
terminated under the conditions described in (a) above; and (ii) no action shall
be taken which would affect the rights of any  Participant  or the  operation of
the Plan with  respect  to any Award to which the  Participant  may have  become
entitled hereunder on or prior to the date of the Change in Control or Change in
Ownership  or to which he may  become  entitled  as a result  of such  Change in
Control or Change in Ownership.

         (i) Legal  Fees.  The  Company  shall pay all  legal  fees and  related
expenses  incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right he may be  entitled to under the Plan after a Change in Control
or Change in Ownership;  provided, however, the Participant shall be required to
repay  any such  amounts  to the  Company  to the  extent  a court of  competent
jurisdiction  issues  a  final  and  non-appealable   order  setting  forth  the
determination  that the  position  taken by the  Participant  was  frivolous  or
advanced in bad faith.

26.  No Right, Title or Interest in Company Assets

         No  Participant  shall have any rights as a stockholder  as a result of
participation  in the Plan until the date of issuance of a stock  certificate in
his name,  and, in the case of  Restricted  Stock,  stock  options,  performance
shares  or  any  other  stock-based  grant,  such  rights  are  granted  to  the
Participant  under paragraph  10(c) hereof.  To the extent any person acquires a
right to receive payments from the Company under this Plan, such rights shall be
no greater than the rights of an unsecured creditor of the Company.