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                                                                   Exhibit 10.16


                       INFINITY BROADCASTING CORPORATION
                         1998 LONG-TERM INCENTIVE PLAN

                                   ARTICLE I
                                    GENERAL

1.1  PURPOSE

     The purposes of the 1998 Long-Term Incentive Plan, as amended from time to
time (the "Plan"), for key personnel of Infinity Broadcasting Corporation
("Corporation") and its subsidiaries (the Corporation and its subsidiaries
severally and collectively referred to in the Plan as the "Company") are to
foster and promote the long-term financial success of the Company and materially
increase stockholder value by (i) attracting and retaining key personnel of
outstanding ability, (ii) strengthening the Company's capability to develop,
maintain and direct a competent management team, (iii) motivating key personnel,
by means of performance-related incentives, to achieve long-range performance
goals, (iv) providing incentive compensation opportunities competitive with
those of other major companies and (v) enabling key personnel to participate in
the long-term growth and financial success of the Company.

1.2  ADMINISTRATION

     (a) The Plan will be administered by a committee of the Board of Directors
of the Corporation ("Committee") which will consist of two or more members. Each
member will be a "non-employee director," as that term is defined by Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such rule may be amended, or any successor rule, and an "outside
director," as that term is defined by Section 162(m) of the Internal Revenue
Code of 1986, as amended. The members will be appointed by the Board of
Directors, and any vacancy on the Committee will be filled by the Board of
Directors or in a manner authorized by the Board.

     (b) Subject to the limitations of the Plan, the Committee will have the
sole and complete authority: (i) to select in accordance with Section 1.3
persons who will participate in the Plan ("Participant" or "Participants")
(including the right to delegate authority to select as Participants persons who
are not required to file reports with respect to securities of the Company
pursuant to Section 16(a) of the Exchange Act ("Nonreporting Persons")); (ii) to
make Awards and payments in such forms and amounts as it may determine
(including the right to delegate authority to make Awards to Nonreporting
Persons within limits approved from time to time by the Committee), (iii) to
impose such limitations, restrictions and conditions upon such Awards as the
Committee, or, with respect to Awards to Nonreporting Persons, the Committee's
authorized delegates, deems appropriate; (iv) to interpret the Plan and the
terms of any document relating to the Plan and to adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the Plan;
(v) to amend or cancel an existing Award in whole or in part (including the
right to delegate authority to amend or cancel an existing Award to a
Nonreporting Person in whole or in part within limits approved from time to time
by the Committee), except that the Committee and its authorized delegates may
not, unless otherwise provided in the Plan, or unless the Participant affected
thereby consents, take any action under this clause that would adversely affect
the rights of such Participant with respect to the Award, and except that the
Committee and its authorized delegates may not, unless otherwise provided in the
Plan, take any action to amend any outstanding Option under the Plan in order to
decrease the Option Price under such Option; and (vi) to make all other
determinations and to take all other actions necessary or

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advisable for the interpretation, implementation and administration of the Plan.
The Committee's determinations on matters within its authority will be
conclusive and binding upon the Company and all other persons.

     (c) The Committee will act with respect to the Plan on behalf of the
Corporation and on behalf of any subsidiary issuing stock under the Plan,
subject to appropriate action by the board of directors of any such subsidiary.
All expenses associated with the Plan will be borne by the Corporation subject
to such allocation to its subsidiaries and operating units as it deems
appropriate.

1.3  SELECTION FOR PARTICIPATION

     Participants selected by the Committee (or its authorized delegates) must
be Eligible Persons, as defined below. "Eligible Persons" are key persons who
are officers or salaried employees of the Company or its parent or their
subsidiaries. Eligible Persons will also include independent contractors of the
Company as to an Award if the person is an independent contractor at the time
the Award is granted. In making this selection and in determining the form and
amount of Awards, the Committee may give consideration to the functions and
responsibilities of the Eligible Person, his or her past, present and potential
contributions to the Company and such other factors as the Committee deems
relevant.

1.4  TYPES OF AWARDS UNDER PLAN

     Awards ("Awards") under the Plan may be in the form of any one or more of
the following: (i) Incentive Stock Options ("ISOs") and Non-statutory Stock
options ("NSOs") (Incentive Stock Options and Non-statutory Stock Options
severally and collectively referred to in the Plan as "Options"), as described
in Article II; (ii) Stock Appreciation Rights ("SARs") and Participant Limited
Stock Appreciation Rights ("Participant Limited Rights"), as described in
Article II; (iii) Performance Awards ("Performance Awards") as described in
Article IV; and (iv) Restricted Stock ("Restricted Stock") and Restricted Units
("Restricted Units"), each as described in Article V.

1.5  SHARES SUBJECT TO THE PLAN

     (a) Shares of stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's Class A Common
Stock, par value $0.01 per share ("Common Stock"), or "Formula Value Stock" as
defined in Section 8.12(d) (Common Stock and Formula Value Stock severally and
collectively referred to in the Plan as "Stock").

     (b) The maximum number of shares of Stock which may be issued for all
purposes under the Plan (including but not limited to shares issued pursuant to
the exercise of ISOs) will be 25,000,000, increased on January 1 of each
calendar year from and including January 1, 2001 by 10,000,000 shares. The
maximum number of such shares subject to options to purchase Stock, SARs and
Participant Limited Rights under the Plan awarded to any one Participant in any
one calendar year may not exceed 3,500,000 shares plus unused share amounts that
could have been awarded to that Participant in previous calendar years.

     (c) Except as otherwise provided below, any shares of Stock subject to an
Option or other Award which is canceled or terminates without any shares having
been issued pursuant thereto having been exercised will again be available for
Awards under the Plan. Shares subject to an Option canceled upon the exercise of
an SAR will not again be available for Awards under the Plan except to the
extent the SAR is settled in cash. To the extent that an Award is settled in
cash, shares of Stock subject to that Award will again be available for Awards.
Shares of Stock tendered by a Participant or withheld by the Company to pay the
exercise price of an Option or to satisfy the tax withholding obligations of the

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exercise or vesting of an Award will be available again for Awards under the
Plan. Shares of Restricted Stock forfeited to the Company in accordance with the
Plan and the terms of the particular Award will be available again for Awards
under the Plan.

     (d) No fractional shares will be issued, and the Committee will determine
the manner in which fractional share value will be treated.

                                   ARTICLE II
                                 STOCK OPTIONS

2.1  AWARD OF STOCK OPTIONS

     (a) The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, award
to any Participant ISOs and NSOs to purchase Stock.

     (b) The Committee may provide with respect to any option to purchase Stock
that, if the Participant, while an Eligible Person, exercises the option in
whole or in part using already-owned Stock, the Participant will, subject to
this Section 2.1 and such other terms and conditions as may be imposed by the
Committee, receive an additional option ("Reload Option"). The Reload Option
will be to purchase, at Fair Market Value as of the date the original option was
exercised, a number of shares of Stock equal to the number of whole shares used
by the Participant to exercise the original option. The Reload Option will be
exercisable only between the date of its grant and the date of expiration of the
original option.

     (c) A Reload Option will be subject to such additional terms and conditions
as the Committee may approve, which terms may provide that the Committee may
cancel the Participant's right to receive the Reload Option and that the Reload
Option will be granted only if the Committee has not canceled such right prior
to the exercise of the original option. Such terms may also provide that, upon
the exercise by a Participant of a Reload Option while an Eligible Person, an
additional Reload Option will be granted with respect to the number of whole
shares used to exercise the first Reload Option.

2.2  STOCK OPTION AGREEMENTS

     The award of an option will be evidenced by a written agreement ("Stock
Option Agreement") in such form and containing such terms and conditions as the
Committee may from time to time determine. The Committee may also at any time
and from time to time provide for the deferral of delivery of any shares for
which the option may be exercisable until a specified date or dates and subject
to terms and conditions determined by the Committee.

2.3  OPTION PRICE

     The purchase price of Stock under each Option ("Option Price") will not be
less than the Fair Market Value of such Stock on the date the Option is awarded.

2.4  EXERCISE AND TERM OF OPTIONS

     (a) Except as otherwise provided in the Plan, Options will become
exercisable at such time or times as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.

     (b) The Committee will establish procedures governing the exercise of
options and will require that notice of exercise be given. Stock purchased on
exercise of an option must be paid for as follows:

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(1) in cash or by check (acceptable to the Company in accordance with guidelines
established for this purpose), bank draft or money order payable to the order of
the Company or (2) if so provided by the Committee (not later than the time of
grant, in the case of an ISO) (i) through the delivery of shares of Stock which
are then outstanding and which have a Fair Market Value on the date of exercise
equal to the exercise price, (ii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iii) by any combination of the
permissible forms of payment.

2.5  TERMINATION OF ELIGIBILITY

     Unless the Committee provides otherwise: (a) in the event the Participant
is no longer an Eligible Person and ceased to be such as a result of termination
of service to the Company with the consent of the Committee or as a result of
his or her death, retirement or disability, each of his or her outstanding
Options (whether held by the Participant or, if the Option is an NSO that has
been transferred to a Permissible Transferee (as defined in Section 8.12) in
accordance with Section 8.1, by that Permissible Transferee) will be exercisable
by the Participant (or his or her legal representative or designated
beneficiary) or Permissible Transferee, as the case may be, to the extent that
such Option was then exercisable, at any time prior to an expiration date
established by the Committee at the time of award, but in no event after such
expiration date; and (b) if the Participant ceases to be an Eligible Person for
any other reason, all of the Participant's then outstanding Options (whether
held by the Participant or, if the Option is an NSO that has been transferred to
a Permissible Transferee in accordance with Section 8.1, by that Permissible
Transferee) will terminate immediately.

2.6  COMPANY LIMITED RIGHTS

     (a) If so provided in the Stock Option Agreement, as it may be amended from
time to time, in the event of a Change in Control (as defined in Article VII of
the Plan), the Company will have the right to cancel any portion of the Option
(whether vested or nonvested) that remains unexercised on the date the Company
exercises its Company Limited Right pursuant to this Section 2.6 (or the entire
Option if no part of the Option has yet been exercised) in exchange for a
payment in cash of an amount equal to the number of shares of Common Stock as to
which the Option remains unexercised at the time the Company exercises such
right multiplied by the excess of (a) the higher of (x) the Minimum Price Per
Share (as defined below), or (y) the highest reported closing sale price of a
share of the Common Stock on the New York Stock Exchange at any time during the
period beginning on the sixtieth (60th) day prior to the date on which the
Company exercises such right and ending on the date on which the Company
exercises such right, over (b) the Option Price per share.

     (b) For purposes of this Section 2.6, unless otherwise provided in the
relevant Stock Option Agreement, the term "Minimum Price Per Share" will mean
the highest gross price (before brokerage commissions and soliciting dealers'
fees) paid or to be paid for a share of Common Stock (whether by way of
exchange, conversion, distribution upon liquidation or otherwise) in any Change
in Control which is in effect at any time during the period beginning on the
sixtieth (60th) day prior to the date on which the Company exercises such right
and ending on the date on which the Company exercises such right. For purposes
of this definition, if the consideration paid or to be paid in any such Change
in Control consists, in whole or in part, of consideration other than cash, then
the Board will take such action as in its judgment it deems appropriate to
establish the cash value of such consideration.

     (c) The Company's right to cancel an Option pursuant to Section 2.6 may be
exercised at any time until the end of the thirtieth (30th) day following the
occurrence of the Change in Control.

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                                  ARTICLE III
                  STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS

3.1  AWARD OF STOCK APPRECIATION RIGHT

     (a) An SAR is an Award entitling the recipient on exercise to receive an
amount, in cash or Stock or a combination thereof (such form to be determined by
the Committee), determined in whole or in part by reference to appreciation in
Stock value.

     (b) In general, an SAR entitles the Participant to receive, with respect to
each share of Stock as to which the SAR is exercised, the excess of the share's
Fair Market Value on the date of exercise over its Fair Market Value on the date
the SAR was granted.

     (c) SARs may be granted in tandem with options granted under the Plan
("Tandem SARS") or independently of Options ("Independent SARs"). An SAR granted
in tandem with an NSO may be granted either at or after the time the Option is
granted. An SAR granted in tandem with an ISO may be granted only at the time
the Option is granted.

     (d) SARs awarded under the Plan will be evidenced by either a Stock Option
Agreement (when SARs are granted in tandem with an Option) or a separate written
agreement between the Company and the Participant in such form and containing
such terms and conditions as the Committee may from time to time determine.

     (e) Except as otherwise provided herein, a Tandem SAR will be exercisable
only at the same time and to the same extent and subject to the same conditions
as the Option related thereto is exercisable, and the Committee may prescribe
additional conditions and limitations on the exercise of the SAR. The exercise
of a Tandem SAR will cancel the related Option. Tandem SARs may be exercised
only when the Fair Market Value of Stock to which it relates exceeds the Option
Price.

     (f) Except as otherwise provided herein, an Independent SAR will become
exercisable at such time or times, and on such conditions, as the Committee may
specify, and the Committee may at any time accelerate the time at which all or
any part of the SAR may be exercised.

     The Committee may provide, under such terms and conditions as it may deem
appropriate, for the automatic grant of additional SARs upon the full or partial
exercise of an Independent SAR.

     Any exercise of an Independent SAR must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.

     (g) Except as otherwise provided herein, all SARs will automatically be
exercised on the last trading day prior to the expiration date established by
the Committee at the time of the award for the SAR, or, in the case of a Tandem
SAR, for the related Option, so long as exercise on such date will result in a
payment to the Participant.

     (h) Unless otherwise provided by the Committee, no SAR will become
exercisable or will be automatically exercised for six months following the date
on which it was granted or the effective date of the Plan, whichever is later.

     (i) At the time of award of an SAR, the Committee may limit the amount of
the payment that may be made to a Participant upon the exercise of the SAR. The
Committee may further determine that, if the amount to be received by a
Participant in any year is limited pursuant to this provision, payment of all or
a portion of the amount that is unpaid as a result of the limitation may be made
to the Participant at a subsequent time. No such limitation will require a
Participant to return to the Company any amount theretofore received by him or
her upon the exercise of an SAR.

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     (j) Payment of the amount to which a Participant is entitled upon the
exercise of an SAR will be made in cash, Stock, or partly in cash and partly in
Stock, as the Committee may determine. To the extent that payment is made in
Stock, the shares will be valued at their Fair Market Value on the date of
exercise of the SAR. The Committee may also at any time and from time to time
provide for the deferral of delivery of any shares and/or cash for which the SAR
may be exercisable until a specified date or dates and subject to terms and
conditions determined by the Committee.

     (k) Unless otherwise determined by the Committee, each SAR will expire on
the first to occur of the following: (i) the expiration date set by the
Committee at the time of an award of an SAR, (ii) in the case of a Tandem SAR,
termination of the related option, (iii) expiration of a period of six months
after the Participant's ceasing to be an Eligible Person as a result of
termination of service to the Company with the consent of the Committee or as a
result of his or her death, retirement or disability, or (iv) the Participant
ceasing to be an Eligible Person for any other reason.

3.2  PARTICIPANT LIMITED RIGHTS

     (a) The Committee may award Participant Limited Rights pursuant to the
provisions of this Section 3.2 to the holder of an Option to purchase Common
Stock granted under the Plan (a "Related Option") with respect to all or a
portion of the shares subject to the Related Option. A Participant Limited Right
may be exercised only during the period beginning on the first day following a
Change in Control, as defined in Article VII of the Plan, and ending on the
thirtieth day following such date. Each Participant Limited Right will be
exercisable only to the same extent that the Related Option is exercisable, and
in no event after the termination of the Related Option. Participant Limited
Rights will be exercisable only when the Fair Market Value (determined as of the
date of exercise of the Participant Limited Rights) of each share of Common
Stock with respect to which the Participant Limited Rights are to be exercised
exceeds the Option Price per share of Common Stock subject to the Related
option.

     (b) Upon the exercise of Participant Limited Rights, the Related Option
will be considered to have been exercised to the extent of the number of shares
of Common Stock with respect to which such Participant Limited Rights are
exercised. Upon the exercise or termination of the Related Option, the
Participant Limited Rights with respect to such Related Option will be
considered to have been exercised or terminated to the extent of the number of
shares of Common Stock with respect to which the Related Option was so exercised
or terminated.

     (c) The effective date of the grant of a Participant Limited Right will be
the date on which the Committee approves the grant of such Participant Limited
Right. Each grantee of a Participant Limited Right will be notified promptly of
the grant of the Participant Limited Right in such manner as the Committee
prescribes.

     (d) Upon the exercise of Participant Limited Rights, the holder thereof
will receive in cash an amount equal to the product computed by multiplying (i)
the excess of (a) the higher of (x) the Minimum Price Per Share (as hereinafter
defined), or (y) the highest reported closing sales price of a share of Common
Stock on the New York Stock Exchange at any time during the period beginning on
the sixtieth day prior to the date on which such Participant Limited Rights are
exercised and ending on the date on which such Participant Limited Rights are
exercised, over (b) the Option Price per share of Common Stock subject to the
Related Option, by (ii) the number of shares of Common Stock with respect to
which such Participant Limited Rights are being exercised.

     (e) For purposes of this Section 3.2, the term "Minimum Price Per Share"
will mean the highest gross price (before brokerage commissions and soliciting
dealers' fees) paid or to be paid for a share of Common Stock (whether by way of
exchange, conversion, distribution upon liquidation or otherwise) in any Change
in Control which is in effect at any time during the period beginning on the
sixtieth day

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prior to the date on which such Participant Limited Rights are exercised and
ending on the date on which such Participant Limited Rights are exercised. For
purposes of this definition, if the consideration paid or to be paid in any such
Change in Control will consist, in whole or in part, of consideration other than
cash, the Board will take such action, as in its judgment it deems appropriate,
to establish the cash value of such consideration.

                                   ARTICLE IV
                               PERFORMANCE AWARDS

4.1  NATURE OF PERFORMANCE AWARDS

     A Performance Award provides for the recipient to receive an amount in cash
or Stock or a combination thereof (such form to be determined by the Committee)
following the attainment of Performance Goals. Performance Goals may be related
to personal performance, corporate performance (including corporate stock
performance), departmental performance or any other category of performance
deemed by the Committee to be important to the success of the Company or may be
related to the occurrence of any triggering event or events that the Committee
may deem appropriate. The Committee will determine the Performance Goals, the
period or periods during which performance is to be measured or otherwise
determined and all other terms and conditions applicable to the Award.
Regardless of the degree to which Performance Goals are attained, a Performance
Award will be paid only when, if and to the extent that the Committee determines
to make such payment.

4.2  OTHER AWARDS SUBJECT TO PERFORMANCE CONDITION

     The Committee may, at the time any Award described in this Plan is granted,
impose the condition (in addition to any conditions specified or authorized in
the Plan) that Performance Goals be met prior to the Participant's realization
of any payment or benefit under the Award.

                                   ARTICLE V
                     RESTRICTED STOCK AND RESTRICTED UNITS

5.1  AWARDS OF RESTRICTED STOCK AND RESTRICTED UNITS

     (a) The Committee may award to any Participant shares of Stock subject to
this Article V and such other terms and conditions as the Committee may
prescribe, such Stock referred to herein as "Restricted Stock." Each certificate
for Restricted Stock will be registered in the name of the Participant and
deposited by him or her, together with a stock power endorsed in blank, with the
Corporation.

     (b) The Committee may also award to any Participant Restricted Units
subject to this Article V and such other terms and conditions as the Committee
may prescribe. For purposes hereof, a "Restricted Unit" will mean any award of a
contractual right granted under this Article V to receive Stock (or, at the
discretion of the Committee, cash in an amount based on the Fair Market Value of
the Stock, or a combination of Stock and cash) which would become vested and
nonforfeitable, in whole or in part, upon the completion of such period of
service as may be determined by the Committee.

5.2  RESTRICTED STOCK/RESTRICTED UNIT AGREEMENT

     Awards of Restricted Stock and Restricted Units under the Plan will be
evidenced by a written agreement in such form and containing such terms and
conditions as the Committee may determine.

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5.3  RESTRICTION PERIOD; DIVIDEND EQUIVALENTS

     (a) At the time of award of Restricted Stock or Restricted Units, there
will be established for each Participant a "Restriction Period" of such length
as the Committee determines. The Restriction Period may be waived by the
Committee. Shares of Restricted Stock and Restricted Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as hereinafter
provided.

     (b) Subject to such restrictions on transfer, the Participant as owner of
such shares of Restricted Stock will have the rights of the holder of such
Restricted Stock, except that the Committee may provide at the time of the Award
that any dividends or other distributions paid with respect to such Stock during
the Restriction Period will be accumulated and held by the Company and will be
subject to the same forfeiture provisions and the same restrictions on transfer
as apply to the shares of Restricted Stock with respect to which they were paid.

     (c) Upon the expiration or waiver by the Committee of the Restriction
Period and the satisfaction (as determined by the Committee) of any other
conditions determined by the Committee, restrictions applicable to the
Restricted Stock or Restricted Units will lapse and the Corporation will, in the
case of Restricted Stock, redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to
Section 5.1 free and clear of all restrictions except as may be imposed by law
and, in the case of Restricted Units, will pay out such units as provided in the
Restricted Unit Agreement.

5.4  TERMINATION OF ELIGIBILITY

     (a) Unless otherwise determined by the Committee, in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee, or as a
result of his or her death, retirement or disability, the restrictions imposed
under this Article V will lapse with respect to such number of the shares of
Restricted Stock and with respect to such number of Restricted Units previously
awarded to him or her as may be determined by the Committee. All other shares of
Restricted Stock and Restricted Units previously awarded to him or her which are
still subject to restrictions, along with any dividends or other distributions
thereon that have been accumulated and held by the Company, will be forfeited,
and in the case of Restricted Stock, the Corporation will have the right to
complete the blank stock power.

     (b) Unless otherwise determined by the Committee, in the event the
Participant ceases to be an Eligible Person for any other reason, all shares of
Restricted Stock and all Restricted Units previously awarded to him or her which
are still subject to restrictions, along with any dividend or other
distributions on Restricted Stock that have been accumulated and held by the
Company, will be forfeited, and, in the case of Restricted Stock, the
Corporation will have the right to complete the blank stock power.

5.5  DIVIDEND EQUIVALENTS

     The Committee will determine whether and to what extent, if any, to credit
to the account of, or to pay currently to, each recipient of Restricted Units,
an amount equal to any dividends or other distributions paid during the
Restriction Period with respect to the corresponding number of shares of Stock
covered thereby ("Dividend Equivalent"). To the extent provided by the Committee
at or after the date of grant, any Dividend Equivalents with respect to cash
dividends on the Stock credited to a Participant's account will be deemed to
have been invested in shares of Stock on the record date established for the
related dividend and, accordingly, a number of additional Restricted Units shall
be credited to such Participant's account equal to the greatest whole number
which may be obtained by

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dividing (x) the value of such Dividend Equivalent on the record date by (y) the
Fair Market Value of a share of Stock on such date.

                                   ARTICLE VI
                              DEFERRAL OF PAYMENTS

6.1  DEFERRAL OF AMOUNTS

     (a) If the Committee makes a determination to designate Awards or, from
time to time, groups or types of Awards, eligible for deferral hereunder, a
Participant may, subject to such terms and conditions and within such limits as
the Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to
herein as "Deferred Amounts." The Committee may also permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this Article.
Awards which are so deferred will be deemed to have been awarded in cash and the
cash deferred as Deferred Amounts.

     (b) The period between the date on which the Participant's Deferred Amount
would have been payable absent deferral and the final payment of such Deferred
Amount will be referred to herein as the "Deferral Period."

6.2  PAYMENT OF DEFERRED AMOUNTS

     Payment of Deferred Amounts will be made on such terms and conditions as
the Committee may determine and will be made at such time or times, and may be
in cash, Stock, or partly in cash and partly in Stock, as the Committee in its
sole discretion may from time to time determine.

                                  ARTICLE VII
                               CHANGES IN CONTROL

7.1  EFFECT OF CHANGE IN CONTROL

     Upon the occurrence of a change in control (a) as defined in the relevant
agreement for an Award or (b) as may be determined by the Committee (each of (a)
and (b) a "Change of Control"), then notwithstanding any other provisions of the
Plan:

     (i) if so provided in the respective Stock Option Agreements, as they may
     be amended from time to time, Options and, subject to the exercise
     provisions of Section 3.2(a) of the Plan, Participant Limited Rights, but
     not SARs, outstanding and unexercised on the date of the Change in Control
     will become immediately exercisable;

     (ii) if so provided in the respective Stock Option Agreements, as they may
     be amended from time to time, Company Limited Rights will become
     immediately exercisable;

     (iii) Performance Awards will be deemed to have been earned if so
     determined by the Committee and may be paid on such basis as the Committee
     may prescribe.

     (iv) Restricted Stock and Restricted Units may be deemed to be earned and
     the Restriction Period may be deemed to be expired on such terms and
     conditions as the Committee may determine; and

     (v) amounts deferred under this Plan may be paid on such terms as the
     Committee determines.

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                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.1  NON-TRANSFERABILITY

     No Option, Participant Limited Right, SAR, Performance Award, Restricted
Unit or share of Restricted Stock or Deferred Amount under the Plan will be
transferable other than by will, by the applicable laws of descent and
distribution, or, if permitted by the Company, by transfer to a properly
designated beneficiary in the event of death; provided, however, that the
Committee may, in its sole discretion, permit the transfer of an NSO Option
(including any Tandem SARs or Participant Limited Rights but not any right to
receive a Reload Option upon exercise of the NSO Option) by a Participant to a
Permissible Transferee (as defined in Section 8.12) subject to such terms and
conditions as the Committee may, from time to time, determine. All Awards and
Deferred Amounts will be exercisable or received during the Participant's
lifetime only by such Participant or his or her legal representative or, in the
case of an NSO Option (including any Tandem SARs or Participant Limited Rights)
that has been transferred to a Permissible Transferee in accordance with this
Section 8.1, by that Permissible Transferee. Any transfer contrary to this
Section 8.1 will nullify the option, Participant Limited Right, SAR, Performance
Award, Restricted Unit or share of Restricted Stock, and any attempted transfer
of a Deferred Amount contrary to this Section 8.1 will be void and of no effect.

8.2  BENEFICIARIES

     The Committee may, but need not, establish or authorize the establishment
of procedures not inconsistent with Section 8.1 under which a Participant may
designate a beneficiary or beneficiaries to hold, exercise and/or receive
amounts due under an Award or with respect to Deferred Amounts in the event of
the Participant's death.

8.3  ADJUSTMENTS UPON CHANGES IN STOCK

     If there is any change in the Stock and/or the corporate structure of the
Company, through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, split up, dividend in kind or other change in the
corporate structure or distribution to the stockholders, appropriate adjustments
may be made by the Board of Directors of the Company (or if the Company is not
the surviving corporation in any such transaction, the board of directors of the
surviving corporation) in the aggregate number and kind of shares subject to the
Plan, and the number and kind of shares and the price per share subject to
outstanding Options or which may be issued under outstanding Performance Awards
or Awards of Restricted Stock. Appropriate adjustments may also be made by the
Board of Directors or the Committee in the terms of any Awards under the Plan to
reflect such changes and to modify any other terms of outstanding Awards,
including modifications of performance targets and changes in the length of
Performance Periods.

8.4  CONDITIONS OF AWARDS

     (a) Unless the Committee determines otherwise, either by waiving the
condition(s) or by limiting or otherwise amending the condition(s) with respect
to any specified Award or group of Awards, the rights of a Participant with
respect to any Award received under this Plan will be subject to the conditions
that, until the Participant has fully received all payments, transfers and other
benefits under the Award, he or she will (i) not engage, either directly or
indirectly, in any manner or capacity as advisor, principal, agent, partner,
officer, director, employee, member of any association or otherwise, in any
business or activity which is at the time competitive with any business or
activity conducted by the Company and (ii) be available, unless he or she has
died, at reasonable times for consultations at

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the request of the Company's management with respect to phases of the business
with which he or she is or was actively connected during the time he or she was
an officer, employee or independent contractor, but such consultations will not
(except in the case of a Participant whose active service was outside the United
States) be required to be performed at any place or places outside of the United
States of America or during usual vacation periods or periods of illness or
other incapacity. In the event that either of the above conditions is applicable
(or is applicable as modified by the Committee) and is not fulfilled, the
Participant will forfeit all rights to any unexercised Option or SAR, or any
Performance Award or Stock held which has not yet been determined by the
Committee to be payable or unrestricted (and any unpaid amounts equivalent to
dividends or other distributions or amounts equivalent to interest relating
thereto) as of the date of the breach of condition. Any determination by the
Board of Directors of the Corporation, which will act upon the recommendation of
the Chief Executive Officer, that the Participant is, or has, engaged in a
competitive business or activity as aforesaid or has not been available for
consultations as aforesaid or, if the Committee has modified such condition(s)
with respect to the Participant's Award, that the Participant has not complied
with such condition(s) as modified by the Committee will be conclusive.

     (b) This Section 8.4 will not apply to Participant Limited Rights.

8.5  USE OF PROCEEDS

     All cash proceeds from the exercise of Options will constitute general
funds of the Company.

8.6  TAX WITHHOLDING

     (a) The Company will collect, through withholding or otherwise, an amount
sufficient to satisfy any applicable statutory federal, state and local
withholding tax requirements (the "withholding requirements") with respect to
payments made pursuant to the Plan.

     (b) In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy any
applicable statutory withholding requirements, or make other arrangements
satisfactory to the Committee with regard to such requirements, prior to the
delivery of any Stock. If and to the extent that such withholding is required,
the Committee may permit the Participant or such other person to elect at such
time and in such manner as the Committee provides to have the Company hold back
from the shares to be delivered, or to deliver to the Company, Stock having a
value calculated to satisfy the statutory withholding requirement. In the
alternative, the Committee may, at the time of grant of any such Award, require
that the Company withhold from any shares to be delivered Stock with a value
calculated to satisfy any applicable statutory tax withholding requirements.

     (c) If at the time an ISO is exercised the Committee determines that the
Company could be liable for statutory withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (i) to inform the
Company promptly of any disposition of Stock received upon exercise, and (ii) to
give such security as the Committee deems adequate to meet the potential
liability of the Company for the statutory withholding requirements and to
augment such security from time to time in any amount reasonably deemed
necessary by the Committee to preserve the adequacy of such security.

8.7  NON-UNIFORM DETERMINATIONS

     The Committee's determinations under the Plan, including without
limitation, (i) the determination of the Participants to receive Awards, (ii)
the form, amount, timing and payment of such Awards,

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(iii) the terms and provisions of such Awards and (iv) the agreements evidencing
the same, need not be uniform and may be made by it selectively among
Participants who receive, or who are eligible to receive, Awards under the Plan,
whether or not such Participants are similarly situated.

8.8  LEAVES OF ABSENCE; TRANSFERS

     The Committee will be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan with respect to any leave
of absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Committee will be entitled to determine (i)
whether or not any such leave of absence will be treated as if the Participant
ceased to be an Eligible Person and (ii) the impact, if any, of any such leave
of absence on Awards under the Plan. In the event a Participant transfers within
the Company, such Participant will not be deemed to have ceased to be an
Eligible Person for purposes of the Plan.

8.9  GENERAL RESTRICTION

     (a) Each Award under the Plan will be subject to the condition that, if at
any time the Committee determines that (i) the listing, registration or
qualification of shares of Stock upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government or regulatory
body or (iii) an agreement by the Participant with respect thereto, is necessary
or desirable, then such Award will not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement has
been effected or obtained free from any conditions not acceptable to the
Committee.

     (b) Shares of Common Stock for use under the provisions of this Plan will
not be issued until they have been duly listed, upon official notice of
issuance, upon the New York Stock Exchange and such other exchanges, if any, as
the Board of Directors of the Corporation determines, and a registration
statement under the Securities Act of 1933 with respect to such shares has
become, and is, effective.

8.10 EFFECTIVE DATE

     (a) The Plan is effective on December 7, 1998, as amended.

     (b) No Award may be granted under the Plan after December 6, 2008, but
Awards previously made may extend beyond that date and Reload Options and
additional Reload Options provided for with respect to original options
outstanding prior to that date may continue unless the Committee otherwise
provides and subject to such additional terms and conditions as the Committee
may provide except that all Reload Options issued after that date will be NSOs,
and the provisions of Article VI of the Plan will survive and remain effective
as to all present and future Deferred Amounts until such later date as the
Committee or the Board of Directors may determine.

     (c) The adoption of the Plan will not preclude the adoption by appropriate
means of any other stock option or other incentive plan for officers or
employees.

8.11 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

     The Board of Directors or the Committee may at any time or times amend the
Plan for any purpose which may at the time be permitted by law, or may at any
time suspend or terminate the Plan as to any further grants of Awards.

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8.12 CERTAIN DEFINITIONS

     (a) The terms "retirement" and "disability" as used under the Plan will
have the meanings determined from time to time by the Committee.

     (b) The term "Fair Market Value" as it relates to Common Stock means the
average of the high and low prices of the Common Stock as reported by the
Composite Tape of the New York Stock Exchange (or such successor reporting
system as the Committee may select) on the relevant date or, if no sale of the
Common Stock has been reported for that day, the average of such prices on the
next preceding day and the next following day for which there were reported
sales. The term "Fair Market Value" as it relates to Formula Value Stock will
mean the value determined by the Committee.

     (c) "subsidiary" means any corporation, partnership or other entity of
which shares of voting stock sufficient to elect a majority of the Board of
Directors, or other persons performing similar functions, is owned by the
Corporation, either directly or indirectly through one or more subsidiaries.

     (d) "Formula Value Stock" means shares of a class or classes of stock the
value of which is derived from a formula established by the Committee which
reflects such financial measures as the Committee may determine. Such shares
will have such other characteristics as may be determined at time of their
authorization.

     (e) Unless otherwise determined by the Committee, "Permissible Transferee"
means any of the following: (1) a member of the Participant's Immediate Family;
(2) a trust solely for the benefit of the Participant and/or the Participant's
Immediate Family; and (3) a partnership or limited liability company whose only
partners or members, as the case may be, are the Participant and/or Permissible
Transferees of the Participant as otherwise identified in this definition.
"Immediate Family" has the meaning set forth in Rule l6a-1(e) under the Exchange
Act, as such rule may be amended from time to time, or any successor rule.

8.13 GOVERNING LAW.

     The Plan and all agreements or other documents relating to the Plan will be
construed in accordance with and governed by the laws of the State of Delaware,
without regard to the principles of conflict of laws.

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