1

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Exhibit 10.1
                       MMI COMPANIES, INC.
                    1993 EMPLOYEE STOCK PLAN

                            ARTICLE I

                       PURPOSE OF THE PLAN

    The  purpose  of the MMI Companies, Inc. 1993 Employee  Stock
Plan is to promote the long-term growth of MMI Companies, Inc. by
rewarding key management employees with a proprietary interest in
MMI Companies, Inc. for outstanding long-term performance and  to
attract,  motivate  and  retain  highly  qualified  and   capable
management employees.


                           ARTICLE II

                           DEFINITIONS

    2.1   "Award"  means an award granted to a Participant  under
the  Plan  in the form of an Option or Restricted Stock,  or  any
combination of the foregoing.

           2.2   "Board"  means  the Board of  Directors  of  MMI
Companies, Inc.

            2.3    "Committee"  shall  mean  the  Personnel   and
Compensation Committee of the Board.

          2.4  "Corporation" means MMI Companies, Inc.

           2.5   "Disability" means total disability  as  defined
from time to time under the
MMI Companies, Inc. Long-Term Disability Plan.

      2.6   "Exchange Act" means the Securities Exchange  Act  of
1934, as amended.

    2.7   "Fair Market Value" means (i) if the Shares are  listed
for  trading on a national securities exchange, the closing price
per Share on such exchange on the Option Grant Date, or, (ii)  if
the  Shares  are not listed on any securities exchange,  but  are
publicly  traded  and  reported by the  National  Association  of
Securities  Dealers  through  their  Automated  Quotation  System
("NASDAQ"), then the closing price as reported by NASDAQ  on  the
Option  Grant  Date,  or  (iii) if the Shares  are  not  publicly
traded,  then  the  fair market value of  a  Share  shall  be  as
determined by the Committee.
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    2.8   "Incentive  Stock Option" means an Option  which  meets
the  requirements of Section 422 of the Internal Revenue Code  of
1986, as amended, or any successor law.

    2.9   "Option" means an option awarded under Article VIII  to
purchase  Shares.  An  Option may be either  an  Incentive  Stock
Option or a Non-Qualified Stock Option.

     2.10 "Option Exercise Period" means the period from the Option Grant
Date to the date on which an Option expires.

     2.11  "Option  Grant Date" means the date  upon  which  the
Option is granted to the Optionee.

     2.12 "Optionee" means the employee of the Corporation to
whom an Option has been granted.

     2.13"Non-Qualified  Stock Option"  means  an  Option  which
does  not  meet the requirements of Section 422 of the  Internal
Revenue Code of 1986, as amended, or any successor law.

     2.14"Participant" means an employee of the  Corporation  or
any  Subsidiary to whom an Award has been granted which has  not
terminated, expired or been fully exercised.

     2.15 "Plan" means the MMI Companies, Inc. 1993 Employee Sto
ck Plan, as it may be amended and restated from time to time.

     2.16 "Restriction Period" means the period of time, which
may be a single period or multiple periods, during which Restricted Stock
awarded to a Participant remains subject to the restrictions imposed on such
Shares, as determined by the Committee.

     2.17 "Restrictions" means the restrictions and conditions i
mposed  on  Restricted  Stock  awarded  to  a  Participant,   as
determined  by the Committee, which must be satisfied  in  order
for  the Restricted Stock to vest, in whole or in part,  in  the
Participant.

     2.18 "Restricted Stock" means Shares awarded under the Plan
subject to Restriction Period(s) and Restrictions which constitute a
"substantial risk of forfeiture" as defined in Section 83 of the Internal
Revenue Code of  1986, as amended, or any successor law.

     2.19 "Restricted Stock Agreement" means a written agreement
between a Participant and the Corporation evidencing an Award of
Restricted Stock.
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     2.20  "Restricted Stock Award Date" means the date on which
the Restricted Stock is granted to the Participant.

      2.21  "Retirement" means retirement from active employment
with the Corporation or any Subsidiary.

     2.22 "Shares" means shares of Common Stock, par value $0.10
per share, of the Corporation.

     2.23 "Stock Option Agreement" means a written agreement
between a Participant and the Corporation evidencing an Award of an Option.

     2.24 "Subsidiary" means any domestic or foreign corporation
or entity of which the Corporation owns, directly or indirectly, at
least 51% of the total combined voting power of such corporation or other
entity.


                           ARTICLE III

                   ADMINISTRATION OF THE PLAN

     3.1   Administrator  of  the  Plan.   The  Plan  shall   be
administered by the Committee. The Committee shall be  comprised
of  directors who are "disinterested persons" as defined in Rule
16b-3  or  any  successor  rule of the Securities  and  Exchange
Commission.

     3.2  Authority  of Committee.    The Committee  shall  have
full power and authority to:
           (i)   exercise all of the powers granted to it  under
the Plan;

          (ii)  designate  the Participants to whom  Options  or
Restricted Stock may be granted from time to time;

          (iii)  determine the type of Award to  be  granted  to
each Participant under the Plan and the number of Shares subject
thereto;

          (iv)  determine the duration of the Restriction Period
and the Restrictions to be imposed with respect to each Award of
Restricted Stock;

          (v)   interpret and construe the Plan  and  adopt  and
rescind  such  rules and regulations as it shall deem  necessary
and  advisable  to  implement and administer  the  Plan  and  to
correct  any  defect,  supply  any omission  and  reconcile  any
inconsistency in the Plan;
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          (vi) approve the form and terms and conditions of each
Restricted Stock Agreement and Stock Option Agreement; and

          (vii)designate  persons other than members  of  the  C
ommittee  to  carry out its responsibilities,  subject  to  such
limitations,  restrictions and conditions as it  may  prescribe,
provided  that the Committee may not delegate its authority  (a)
with  respect  to the granting of Awards to persons  subject  to
Sections  16(a)  and 16(b) of the Exchange Act or  (b)  if  such
delegation  would  cause  the  Plan  not  to  comply  with   the
requirements  of  Rule  16b-3  or  any  successor  rule  of  the
Securities and Exchange Commission;

such   determinations  to  he  made  in  accordance   with   the
Committee's  best business judgment as to the best interests  of
the  Corporation and its stockholders and in accordance with the
purposes  of the Plan. The Committee's determinations under  the
Plan  need  not  be  uniform and may be made  selectively  among
persons  who  receive, or are eligible to receive, Awards  under
the Plan (whether or not such persons are similarly situated).

     3.3  Determinations  of Committee.     A  majority  of  the
Committee  shall  constitute a quorum  at  any  meeting  of  the
Committee, and all determinations of the Committee shall be made
by a majority of its members. Any determination of the Committee
under  the Plan may be made without notice or a meeting  of  the
Committee  by  a  written consent signed by all members  of  the
Committee.  The  determination of the Committee on  all  matters
relating to the Plan or any Stock Option Agreement or Restricted
Stock Agreement shall be conclusive.

     3.4   Delegation.   The   Committee   may   delegate   such
non-discretionary administrative duties under the Plan to one or
more agents as it shall deem necessary or advisable.

     3.5  Effect of Committee Determinations. No member  of  the
Committee or the Board shall be personally liable for any action
or  determination made in good faith with respect to  the  Plan,
any Award, or any Restricted Stock or Stock Option Agreement  or
any  settlement  of  any dispute between a Participant  and  the
Corporation. Any decision made or action taken by the  Committee
or  the Board with respect to an Award or the administration  or
interpretation  of the Plan or a Restricted Stock  Agreement  or
Stock Option Agreement shall be conclusive and binding upon  all
persons.






</PAGE>
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                           ARTICLE IV

                      AWARDS UNDER THE PLAN

     The  Committee  may,  in  its discretion,  make  Awards  to
Participants  under the Plan in the form of Non-Qualified  Stock
Options,  Incentive  Stock Options or  Restricted  Stock,  or  a
combination thereof. Each Award of an Option shall be  evidenced
by  a  Stock Option Agreement. If an Option is designated as  an
Incentive Stock Option, the terms of such Option and the related
Option Agreement shall be in conformance with Section 422 of the
Internal Revenue Code of 1986, as amended, or any successor law.
Each  Award  of  Restricted  Stock  shall  be  evidenced  by   a
Restricted  Stock  Agreement. Every Stock Option  Agreement  and
Restricted  Stock Agreement shall be consistent with  the  terms
and  provisions of the Plan and contain such provisions  as  the
Committee deems necessary or desirable.

                            ARTICLE V

                          PARTICIPANTS

     The Participants in the Plan shall be such officers and key
management employees of the Corporation and its Subsidiaries  as
are  designated  by the Committee. A Participant  who  has  been
granted an Award under the Plan may be granted additional Awards
under the Plan under such circumstances and at such times as the
Committee may determine.


                           ARTICLE Vl

                   SHARES SUBJECT TO THE PLAN

     Subject  to  adjustment as provided  in  Article  XIV,  the
aggregate  number of Shares which may be issued under  the  Plan
shall not exceed 2,308,345 Shares. Such Shares may be authorized
but unissued Shares or treasury Shares. Shares issued or subject
to  issuance  pursuant to Awards which expire, are cancelled  or
otherwise  terminate  prior  to  the  vesting  or  issuance  (as
applicable) of the Shares, shall again be available  for  future
Awards.   The  maximum number of Shares subject to  all  options
granted  in  any fiscal year to any Participant under  the  Plan
shall be limited to 250,000 Shares.





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                           ARTICLE Vll

                  NON-TRANSFERABILITY OF AWARDS

     Awards granted under the Plan shall not be transferable  by
the  Participant  during  his or her lifetime  and  may  not  be
assigned,   exchanged,   pledged,   transferred   or   otherwise
encumbered  or  disposed of except by will or  by  the  laws  of
descent  and  distribution or by a qualified domestic  relations
order  as  defined  by the Internal Revenue  Code  of  1986,  as
amended,  or Title I of the Employee Retirement Income  Security
Act,  or  the  rules  thereunder. Options shall  be  exercisable
during  the Optionee's lifetime only by the Optionee or  by  the
Optionee's guardian or legal representative.



      Notwithstanding  the foregoing, from and  after  March  1,
1997,  a  Participant  who is a Senior  Vice  President  of  the
Company, or who has a higher elected office with the Company, or
is President of any Subsidiary, may transfer all or a portion of
the  options  granted  to  such Participant  (including  options
outstanding  on the date hereof) to (i) the spouse,  descendants
(including  adopted  descendants  and  grandchildren),  or   the
spouses   of   children  or  grandchildren  of  the  Participant
("Immediate  Family Members"), (ii) a trust or  trusts  for  the
exclusive benefit of such Immediate Family Members, or  (iii)  a
partnership or limited liability company in which such Immediate
Family  Members are the only partners or members, provided  that
(x)  there may be no consideration for any such transfer (except
issuance  of a partnership or limited liability company interest
in  case  of transfer to a family limited partnership or limited
liability  company), (y) the stock option agreement pursuant  to
which  such  options  are  granted  must  be  approved  by   the
Committee, and must expressly provide, or be amended to provide,
for  transferability in a manner consistent with  this  Article,
and  (z)  subsequent transfers of transferred options  shall  be
prohibited   except  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
applicable  immediately  prior to transfer,  provided  that  for
purposes of Article VIII(b) hereof the term "Optionee" shall  be
deemed  to  refer  to  the transferee.  The events  relating  to
termination  of  employment  of  Article  VIII(e)  hereof  shall
continue to be applied with respect to the original Participant,
following  which  the  options  shall  be  exercisable  by   the
transferee only to the extent, and for the periods applicable to
the  transferor.   The Committee may, in its discretion,  permit
transfers to other persons or entities on substantially the same
terms.





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                          ARTICLE VIII

                             OPTIONS

     Each Option granted under the Plan shall be subject to such
terms  and  conditions  as  the  Committee  may,  in  its   sole
discretion, determine and to the following terms and conditions:

          (a)  Option Price.    The option price per Share shall
be not less than the Fair Market Value on the Option Grant Date.

           (b)   Exercise of Options.     Each Option  shall  be
exercisable  in the manner, on the dates and for the  number  of
Shares  as  shall  be  provided in the  Stock  Option  Agreement
evidencing  such  Option,  provided  that  no  Option  shall  be
exercisable earlier than six months after its Option Grant  Date
or later than the tenth anniversary of its Option Grant Date.

     Shares  shall  be  issued to the Optionee pursuant  to  the
exercise of an Option only upon receipt by the Corporation  from
the  Optionee  of  payment in full of the option  price  of  the
Shares  being purchased. Payment of such option price  shall  be
made  (a)  by  certified or official bank check payable  to  the
Corporation  (or  the  equivalent  thereof  acceptable  to   the
Committee),  or  (b)  with  the consent  of  the  Committee,  by
delivery (either singularly or sequentially by "pyramiding")  of
previously-acquired Shares or the withholding of  a  portion  of
the  Shares  due  upon  exercise  having  a  Fair  Market  Value
(determined  as of the date such Option is exercised)  equal  to
all  or  part  of  the  option price and, if  applicable,  of  a
certified  or official bank check (or the equivalent  acceptable
to  the  Committee)  for any remaining portion  of  such  option
price. As soon as practicable after receipt of such payment, the
Corporation  shall,  subject to the  provisions  of  Article  X,
deliver  to  the  Participant a certificate or certificates  for
Shares.

     To  the  extent permitted by the regulations of the Federal
Reserve  Board  governing margin requirements in effect  at  the
time  of  exercise of any Option (including any  exemption  from
margin  requirements  for employee stock option  plans  if  such
exemption  is available), the Corporation may extend credit,  or
arrange  for  the  extension of credit,  to  each  Optionee  who
exercises an Option, at the time of such exercise, to assist the
Optionee  in  the purchase of Shares pursuant to such  exercise.
Such  credit will be collateralized by the Shares purchased  and
will  be  in  an amount not greater than the lesser of  (i)  the
option  price  of  the  Shares or  (ii)  the  amount  of  credit
permitted by regulations of the Federal Reserve Board. The  rate
of  interest, terms of repayment and provisions for  release  of
collateral  with  respect  to  each  such  credit  will  be   as
determined by the Committee at the time the credit is  extended,
but  in  any  event shall be in accordance with  any  applicable
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regulations of the Federal  Reserve  Board. In this connection, the
Committee  may also, in its sole discretion, permit payment of the option
price upon  exercise  of any Option to be made by the  delivery  of  a
properly  executed  exercise notice  together  with  irrevocable
instructions to a broker to deliver promptly to the  Corporation
the amount of sale or loan proceeds to pay the option price.  To
facilitate  the  foregoing,  the  Corporation  may  enter   into
agreements for coordinated procedures with one or more brokerage
firms.

      (c)   Replacement  Options.   The  Committee  may  provide
either  at  the  time of grant or subsequently  that  an  Option
include  the  right to acquire a replacement option.  An  Option
which  provides  for  the  grant of a replacement  option  shall
entitle  the Participant, upon exercise of the Option (in  whole
or   in  part)  prior  to  termination  of  employment  of   the
Participant  and  upon payment of the option price  through  the
delivery of previously acquired Shares, to receive a replacement
option.  In  addition  to  any other terms  and  conditions  the
Committee  deems  appropriate, the replacement option  shall  be
subject  to the following terms: the number of Shares shall  not
exceed  the  number of whole Shares used  to satisfy the  option
price of the original Option and the number of whole shares,  if
any,  withheld  by  the Corporation as payment  for  withholding
taxes in accordance with Article X hereof; the Option Grant Date
of  the  replacement option will be the date of the exercise  of
the   original  Option;  the  option  price  per  share  of  the
replacement option shall be not less than the Fair Market  Value
on  its  Option  Grant  Date; the replacement  option  shall  be
exercisable  no earlier than six months after the  Option  Grant
Date  and  no  later than the end of the term  of  the  original
Option;  and  the  replacement option shall be  a  Non-Qualified
Option  and shall otherwise meet all conditions of this  Article
VIII. The Committee may, without the consent of the Participant,
rescind  any  replacement option at any time before  it  becomes
exercisable.

          (d)  Compliance  with Rule 16b-3. To the  extent  that
the  provisions in subparagraph (b) and (c) above on the  number
of  Shares that can be issued under the Plan do not conform with
Rule 16b-3 under the Exchange Act as adopted and interpreted  by
the  Securities and Exchange Commission, and any successor rule,
the  Committee  shall conform the Plan and any  Options  granted
hereunder  to  the  requirements of such Rule  16b-3,  provided,
however,  that  any  such modification shall  not  increase  the
number of Shares beyond the Shares specified in Article VI.

          (e)   Termination  of  Employment  of  Optionee.   The
Committee  shall  have authority to determine the  circumstances
under  which  each Option will either vest or be forfeited  upon
termination of employment of the Optionee. Such provisions  will
be contained in the Option Agreement.



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                           ARTICLE IX

                        RESTRICTED STOCK


     9.1  Terms of Restricted Stock Awards.   Subject to and
consistent with the provisions of the Plan, with respect to each
Award of Restricted Stock to each Participant, the Committee
shall determine:

     (i)  the  terms  and  conditions of  the  Restricted  Stock
Agreement  evidencing the Award including, among  other  things,
the  election to be made by the Participant under Section  83(b)
of the Internal Revenue Code of 1986, as amended;

      (ii)  the Restriction Period for all or a portion  of  the
Restricted Stock;

     (iii)  the Restrictions applicable to the Award, including,
but  not  limited to, continuous employment with the Corporation
or  any  of  its  Subsidiaries  for  a  specified  term  or  the
attainment  of  specific  corporate,  divisional  or  individual
performance standards or goals;

     (iv) whether dividends and other distributions declared and
paid  to the holders of the Shares during the Restriction Period
shall  be paid to the Participant with respect to the Restricted
Stock or shall be withheld by the Corporation for the account of
the  Participant until the Restriction Period has expired or the
Restrictions have been satisfied, and whether interest shall  be
paid  on any dividends and other distributions so withheld,  and
if  so,  the  rate  of  interest to be  paid,  or  whether  such
dividends may be reinvested in Shares; and

     (v)  the  percentage of the Award which shall vest  in  the
Participant  in  the  event of death, Disability  or  Retirement
prior  to  the  expiration  of the  Restriction  Period  or  the
satisfaction  of  the Restrictions applicable  to  an  award  of
Restricted Stock.

     Notwithstanding the Restriction Period and the Restrictions
imposed  on  any Restricted Shares, as set forth in a Restricted
Stock  Agreement, the Committee shall have the right to  shorten
the  Restriction  Period  or  waive  any  Restrictions,  if  the
Committee  concludes  that it is in the best  interests  of  the
Corporation to do so.

     9.2   Delivery  of Shares.     Upon an Award of  Restricted
Stock  to a Participant, the stock certificate representing  the
Restricted Stock shall be issued and transferred to and  in  the
name  of the Participant, whereupon the Participant shall become
a stockholder of the Corporation with respect to such Restricted
Stock  and  shall  be  entitled to vote the Shares.  Such  stock
certificates  shall  be  held  in custody  by  the  Corporation,
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together with stock powers  executed by the Participant in favor of the
Corporation, until  the  Restriction  Period  expires  and  the  Restrictions
imposed on the Restricted Stock are satisfied.


                            ARTICLE X

                      WITHHOLDING OF TAXES

     Federal, state or local law may require the withholding  of
taxes  applicable to or resulting from an Award.  The  Committee
may,  in  its  discretion and subject to such rules  as  it  may
adopt, permit or require the Participant to pay all or a portion
of  the  federal,  state or local withholding taxes  arising  in
connection with an Award by (i) having the Corporation  withhold
Shares,  (ii) tendering back Shares received in connection  with
such Award or (iii) delivering other previously owned Shares. In
each  of the foregoing instances, such Shares shall have a  Fair
Market  Value on the date specified in the rules adopted by  the
Committee  equal  to the amount to be withheld. The  Corporation
shall also be entitled to require as a condition of delivery  of
Shares,  that  the  Participant remit an  amount  sufficient  to
satisfy  all  federal, state and other governmental  withholding
tax requirements related thereto.


                           ARTICLE XI

                NO RIGHT TO CONTINUED EMPLOYMENT

     Neither  the establishment of the Plan nor the granting  of
an Award shall confer upon any Participant any right to continue
in  the employ of the Corporation or any of its Subsidiaries  or
interfere in any way with the right of the Corporation or any of
its  Subsidiaries to terminate such employment at any  time.  No
Award  or income arising from the exercise of an Option  or  the
lapse  of  any  Restrictions on any Restricted  Stock  shall  be
deemed to be salary or compensation for the purpose of computing
benefits under any employee benefit, pension or retirement plans
of  the  Corporation  or  any of its  Subsidiaries,  unless  the
Committee shall determine otherwise.


                           ARTICLE XII

                  INDEMNIFICATION OF COMMITTEE

     In addition to such other rights of indemnification as they
may  have  as  directors  or as members of  the  Committee,  the
members of the Committee shall be indemnified by the Corporation
against  the  reasonable  expenses,  including  attorneys'  fees
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actually and reasonably  incurred  in  connection with  the  defense  of  any
action,  suit  or proceeding (or in connection with  any  appeal
therein), to which they or any of them may be a party by  reason
of  any  action  taken or failure to act under or in  connection
with  the Plan or any Award granted under the Plan, and  against
all  amounts  paid by them in settlement thereof (provided  such
settlement is approved by independent legal counsel selected  by
the  Corporation) or paid by them in satisfaction of a  judgment
in  any  such action, suit or proceeding, except in relation  to
matters as to which it shall be adjudged in such action, suit or
proceedings  that  such Committee member  is  liable  for  gross
negligence or intentional misconduct in the performance  of  his
duties;  provided that within 60 days after institution  of  any
such action, suit or proceeding, such Committee member shall  in
writing  offer  the  Corporation the  opportunity,  at  its  own
expense, to handle and defend the same.


                          ARTICLE XIII

                    AMENDMENT AND TERMINATION

The  terms and conditions applicable to any Award may thereafter
be   amended  or  modified  by  mutual  agreement  between   the
Corporation  and the Participant or such other  persons  as  may
then have an interest therein. Also, by mutual agreement between
the Corporation and a Participant in the Plan or under any other
present or future plan of the Corporation, Awards may be granted
to  a  Participant  in  substitution and exchange  for,  and  in
cancellation of, any Awards previously granted such  Participant
under the Plan, or under any other present or future plan of the
Corporation. The Board may amend the Plan from time to  time  or
suspend  or  terminate the Plan at any time, provided,  however,
that any amendment which would:

     (i) materially increase the benefits accruing to
Participants under the Plan;

     (ii) materially increase the number of securities which may
be issued under the Plan;

     (iii) materially modify the requirements as to eligibility
for Participants in the Plan; or

     (iv) require approval by stockholders under Rule 16b-3 or
any successor rule of the Securities and Exchange Commission
shall  only  become effective upon approval by  the  affirmative
vote  of  the  holders of a majority of the  securities  of  the
Corporation present, or represented, and entitled to vote  at  a
meeting  duly held in accordance with the laws of the  State  of
Delaware.
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However, no action authorized  by  this  Article shall reduce  the  amount
of  any existing  Award or adversely change the terms and conditions  of
any existing Award without the Participant's consent.


                           ARTICLE XIV

                      ADJUSTMENT PROVISIONS

     14.1 If the Corporation shall at any time change the number
of issued Shares without new consideration to the Corporation (such as by
stock dividend, stock split, recapitalization, reorganization, exchange of
shares, liquidation, combination or other change in corporate structure
affecting the Shares) or make a distribution of cash or property which has
a substantial impact on the value of issued Shares, the
total number of Shares reserved for issuance under the Plan shall
be appropriately adjusted and the number of Shares covered by each outstanding
Award and the option price for each outstanding Option shall be adjusted so
that the aggregate consideration payable to the Corporation and the value of
each such Award shall not be changed.

     14.2 Notwithstanding any other provision of the Plan, and
without affecting the number of Shares reserved or available hereunder,
the Committee may authorize the issuance, continuation or assumption of
Awards or provide for other equitable adjustments after changes in the
Shares resulting from any merger, consolidation, sale of assets, acquisition
of property of stock, recapitalization, reorganization or
similar occurrence in which the Corporation is the continuing or
surviving corporation, upon such terms and conditions as it may deem
equitable and appropriate.

     14.3 If the Corporation agrees to a merger, consolidation,
sale of assets or similar transaction, or if any transaction is proposed
which, in the Committee's discretion, may result in a change in control of
the Corporation, the Committee may, but shall not be required to, provide
that all outstanding Options will become immediately exercisable and provide
for the acceleration of any or all Restrictions which relate to outstanding
shares of Restricted Stock. The Committee may make any
such actions contingent on the consummation of such transaction.


                           ARTICLE XV

                          RESTRICTIONS

     If  the  Committee  shall at any time  determine  that  any
Consent (as hereinafter defined) is necessary or desirable as  a
condition of, or in connection with, the granting of </PAGE>
<PAGE>
any  Award, the issuance or purchase of Shares or the taking  of
any  other action under the Plan (each such event being referred
to  as  a  "Plan Action"), then such Plan Action  shall  not  be
taken,  in whole or in part, until such Consent shall have  been
obtained.  The  term  "Consent"  shall  mean  (i)  any  and  all
listings,  registrations or qualifications upon  any  securities
exchange  or  under  any federal, state or local  law,  rule  or
regulation,   (ii)   any   and  all   written   Agreements   and
representations  by  the  Participant  with   respect   to   the
disposition of Shares or with respect to any other matter, which
the  Committee shall deem necessary or desirable to comply  with
the terms of any such listing, registration or qualification  or
to  obtain  an  exemption  from the requirement  that  any  such
listing,  qualification or registration be made, and  (iii)  any
and  all consents, clearances and approvals in respect of a Plan
Action by any governmental or other regulatory bodies.


                           ARTICLE XVI

                         EFFECTIVE DATE

     The  Plan  shall  become effective  on  January  15,  l993,
subject to the approval of a majority of Shares represented  and
entitled to vote at the 1993 annual meeting of stockholders. The
Plan, unless terminated sooner by the Committee, shall terminate
on January 15, 2003 and no Awards shall thereafter be made under
the  Plan. Notwithstanding the foregoing, all Awards made  under
the  Plan  prior to such date shall remain in effect until  such
Awards have been satisfied or terminated in accordance with  the
terms and provisions of the Plan.

Adopted by the Board of Directors on January 15, 1993.


As amended through April 22, 1999.

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