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                                                                  Exhibit(10)(j)

                    MANAGEMENT INCENTIVE STOCK OPTION PLAN

1.   Establishment and Purpose. Sprint Corporation, a Kansas corporation (the
     "Company"), hereby establishes a stock option plan to be named the
     Management Incentive Stock Option Plan (the "Plan") The purpose of the Plan
     is to permit employees of the Company and its subsidiaries who are eligible
     to receive annual incentive compensation to receive nonqualified stock
     options in lieu of a portion of the target incentive under the Company's
     management incentive plans ("MIPs"), thereby encouraging the employees to
     focus on the growth and profitability of the Company and the performance of
     its common stock. Subject to approval of the Company's stockholders, the
     Plan provides for options to be granted beginning March 15, 1995, and
     ending April 18, 2005. Stock options granted prior to or as of April 18,
     2005, may extend beyond that date.

2.   Administration. The Plan shall be administered by the Organization and
     Compensation Committee of the Board of Directors (the "Committee"). The
     Company shall grant options under the Plan in accordance with
     determinations made by the Committee pursuant to the provisions of the
     Plan. The Committee from time to time may adopt (and thereafter amend and
     rescind) such rules and regulations for carrying out the Plan and take such
     action in the administration of the Plan, not inconsistent with the
     provisions of the Plan, as it shall deem proper. The Committee may correct
     any defect, supply any omission or reconcile any inconsistency in the Plan,
     or in any option or restricted shares of common stock granted or issued
     pursuant to the Plan, in the manner and to the extent it shall deem
     desirable to effect the terms of the Plan. With respect to any option or
     restricted stock issued under the Plan, the Committee may determine when
     the option may become exercisable or the restrictions on restricted stock
     shall lapse, as the case may be, whenever, in the judgement of the
     committee, doing so would be in the best interest of the Corporation.
     The interpretation and construction of any provisions of the Plan by the
     Committee shall, unless otherwise determined by the Board of Directors of
     the Company, be final and conclusive. No member of the Board of Directors
     or the Committee shall be liable for any action or determination made in
     good faith with respect to the Plan or any option granted under it. The
     Corporate Secretary shall act as Plan Administrator carrying out the
     day-to-day administration of the Plan unless the Committee appoints another
     officer or employee of the Company as Plan Administrator.

3.   Eligibility.  The Committee will determine each year whether options will
     be granted in such year, whether participation will be elective or
     automatic, which class or classes of common stock will be subject to
     purchase by participants (which may different for different groups of
     employees) and the amount of incentive compensation to be given up for each
     stock option. Any salaried employee of the Company and its subsidiaries
     shall be eligible to be selected for participation in the MIPs. The
     Committee will, in its discretion, determine the employees who participate
     in the MIPs and, therefore, who will be eligible for
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     options, the dates on which options shall be granted, and any conditions on
     the exercise of the options.

     No option may be granted to any individual who immediately after the option
     grant owns directly or indirectly stock possessing more than five percent
     (5%) of the total combined voting power or value of all classes of stock of
     the Company or any subsidiary.

4.   Common Stock Subject to the Plan. The shares of any class of publicly
     traded common stock of the Company to be issued upon the exercise of a
     nonqualified option to purchase such common stock granted in lieu of MIP
     payout may be made available from the authorized but unissued common stock
     of the Company, shares of common stock held in the treasury, or common
     stock purchased on the open market or otherwise.

     Approval of the Plan by the Stockholders of the Company shall constitute
     authorization to use such shares for the Plan subject to the discretion of
     the Board or as such discretion may be delegated to the Committee.

     Subject to the provisions of the following paragraph, the total number of
     shares for which options may be granted under the Plan each year shall be
     0.9% of the total outstanding shares of each class of common stock of the
     Company (including, with respect to the PCS Stock, both Series 1 and Series
     2 PCS Stock) as of the first day of such year; provided, however, that such
     number shall be increased in any year by the number of shares available in
     previous years for which options have not been granted. If and when an
     option granted under the Plan is terminated without having been exercised
     in full, the unpurchased or forfeited shares shall become available for
     grant to other employees.

     The number and kind of shares subject to the Plan may be appropriately
     adjusted by the Committee in the circumstances outlined in Section 5(k).

5.   Stock Options; Terms and Conditions. Each option will represent the right
     to purchase a specific class and number of shares of common stock of the
     Company and shall be subject to the following terms and conditions and to
     such additional terms and conditions, not inconsistent with the terms of
     the Plan, as the Committee shall deem desirable:

     a.   Consideration for and Class and Number of Options. Each option shall
          be granted in lieu of a portion of the optionee's cash payout under
          the MIPs. The Committee shall determine the class and the number of
          shares or the manner of determining the class and number of shares
          available for each option each year, subject to the total number of
          shares available under the Plan for such year, and the amount or the
          method of determining the amount of annual incentive compensation to
          be given up by each participant in return for an option, taking into
          consideration appropriate factors in making such determinations, such
          as interest rates, volatility of the market price of the class of
          common stock of the Company and the term of the option, provided,
          however that shares subject to options granted to any individual
          employee during any calendar year shall not exceed a total

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          of 1,000,000 shares of FON Stock (as defined in the Company's articles
          of incorporation) or 500,000 shares of Series 1 PCS Stock (as defined
          in the Company's articles of incorporation).

     b.   Participation in the Plan. Participation in the Plan may be voluntary
          or automatic, as determined by the Committee. The rules and procedures
          for voluntary participation, when applicable, shall be established and
          implemented by the Plan Administrator.

     c.   Exercise Price. The price at which each share covered by an option may
          be purchased shall be one hundred percent (100%) of the fair market
          value of the Company's common stock on the date the option is granted.
          Fair market value shall be deemed to be the average of the high and
          low prices of the Company's common stock for composite transactions as
          published by major newspapers for the date the option is granted or,
          if no sale of the Company's common stock shall have been made on that
          day, the next preceding day on which there was a sale of such stock.

     d.   Vesting. Unless the Committee determines otherwise, stock option
          grants shall provide: (i) with respect to options issued in lieu of
          annual management incentive compensation, that the total number of
          shares subject to an option shall become exercisable December 31 in
          the year of the date of grant and (ii) with respect to options issued
          in lieu of or as part of long-term incentive compensation ("LTIP
          Options") that the total number of shares subject to the option shall
          become exercisable in full on the third December 31 following the
          grant date. Unless the Committee provides otherwise, if the grantee of
          an LTIP Option terminates employment by reason of the grantee's death,
          total disability, or normal retirement (with respect to options
          outstanding at least 1 year on retirement), the LTIP Option shall
          become exercisable in full on the grantee's termination date. Unless
          the Committee provides otherwise, if the grantee of any other option
          terminates employment before the option becomes exercisable for any
          reason other than termination for good cause, the option shall be
          forfeited and any incentive compensation foregone to acquire the
          options shall be restored to the grantee as if an election to acquire
          options were not made.

     e.   Term of Option. Options shall not be exercisable after the expiration
          of ten (10) years from the date of grant.

     f.   Payment of Exercise Price. Options shall be exercisable only upon
          payment to the Company of the full purchase price of the shares with
          respect to which options are exercised. Payment for the shares shall
          be either in United States dollars, payable in cash or by check, or by
          surrender of stock certificates representing the same class of common
          stock of the Company having an aggregate fair market value, determined
          as of the date of exercise, equal to the number of shares with respect
          to which such options are exercised multiplied by the exercise price
          per share. The fair market value of common stock on

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          the date of exercise of options shall be determined in the same manner
          as the fair market value of common stock on the date of grant of
          options is determined. Certain optionees may use restricted stock as
          payment for the exercise price in accordance with Section 6 hereof. In
          that event, fair market value of the shares of restricted stock will
          be determined as if the shares were not restricted. In lieu of the
          delivery of physical certificates, the optionee may deliver shares in
          payment of the exercise price by attesting, on a form established for
          such purpose by the Secretary, to the ownership, either outright or
          through ownership of a broker account, of a sufficient number of
          shares held for a period of at least six months to pay the exercise
          price. The attestation must be notarized and signed by the optionee's
          spouse if the spouse is a joint owner of the shares with respect to
          which such attestation is made and must be accompanied by such
          documentation as the Corporate Secretary may consider necessary to
          evidence actual ownership of such shares.

     g.   Manner of Exercise. A completed exercise form and the exercise price,
          whether in the form of cash or stock, must be delivered to the Plan
          Administrator in order to exercise an option. An option shall be
          deemed exercised on the date such exercise form and payment are
          received by the Plan Administrator.

     h.   Time for Exercise. Each option expires if it has not been exercised
          within its term. Once an option has expired for any reason, it can no
          longer be exercised. If the grantee's employment with the Company or a
          subsidiary of the Company is terminated, the optionee may exercise
          options that are exercisable on the date of termination of employment
          until the earlier of (1) the date on which the option expires and (2)
          the end of the applicable period below, beginning on the grantee's:

           (i)  retirement: five years after the grantee's retirement date.

          (ii)  disability (qualifying for long-term disability benefits under
                the Company's Basic Long-Term Disability Plan): five years after
                the grantee's qualification date.

          (iii) death: one year after the grantee's death for the estate or
                designated beneficiary to exercise the decedent's options.

          (iv)  involuntary termination other than for cause: the date on which
                the option expires.

          (v)   voluntary termination: three months from the grantee's date of
                termination of employment.

          If a grantee's employment is terminated for a reason constituting good
          cause, any outstanding options granted under the Plan shall
          automatically terminate. "Good cause" means conduct by the grantee
          that reflects adversely on the grantee's honesty, trustworthiness or

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          fitness as an employee, or the grantee's willful engagement in conduct
          which is demonstrably and materially injurious to the Company.

          If a grantee becomes associated with, becomes employed by, renders
          services to, or owns any interest in (other than an insubstantial
          interest, as determined by the Committee) any business in competition
          with the Company, all outstanding options granted to the grantee
          whether vested or unvested shall automatically terminate and shares of
          restricted stock received upon the exercise of an option pursuant to
          Section 6 hereof that continue to be restricted shall be forfeited.
          For purposes of this Plan, an employee who becomes employed by certain
          non- subsidiary affiliates designated by the Committee (each, together
          with their subsidiaries, an "Affiliated Entity"), shall not, except
          with respect to incentive stock options, be considered to have
          terminated employment with the Company or a subsidiary of the Company
          until his employment is terminated with all Affiliated Entities
          without becoming re-employed by the Company or its subsidiaries.

     i.   Restricted Stock. Certain grantees may elect to deliver restricted
          shares or receive restricted shares in connection with an exercise of
          an option by the grantee, as provided in Section 6 hereof.

     j.   Beneficiary Designations. The grantee of an option may designate a
          beneficiary or beneficiaries to exercise unexpired options held by the
          grantee and to own shares issued upon any such exercise after the
          grantee's death without order of any probate court or otherwise. A
          beneficiary so designated may exercise an option upon presentation to
          the Company of evidence satisfactory to the Corporate Secretary of (1)
          the beneficiary's identity and (2) the death of the grantee. A grantee
          may change any beneficiary designation of options held by the grantee
          at anytime before his death but may not do so by testamentary
          designation in his will or otherwise. Beneficiary designations must be
          made in writing on a form provided by the Corporate Secretary.
          Beneficiary designations shall become effective on the date that the
          form, properly completed, signed and notarized, is received by the
          Secretary. Any designation of a beneficiary with respect to any option
          shall be deemed canceled upon the transfer of such option to a trust
          in accordance with the terms of the Plan.

     k.   Change in Stock, Adjustments. In the event of any merger,
          reorganization, consolidation, recapitalization, stock dividend, spin-
          off, or other change in the corporate structure affecting the shares,
          such adjustment shall be made in the aggregate number and class of
          shares that may be delivered under the Plan, in the number and class
          of shares that may be subject to an option granted to any individual
          in any year under the Plan, and in the number, class, and option price
          of shares subject to outstanding options granted under the Plan, as
          may be determined to be appropriate by the Committee, in its sole
          discretion, provided that the number of shares subject to any option
          shall always be a whole number.

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<PAGE>

     l.   Limitations on Transfer. Options may not be transferred, levied,
          garnished, executed upon, subjected to a security interest, or
          assigned to any person other than the grantee, except that the grantee
          may transfer an option to a trust of the kind described in Section
          6(b). Any such trust as transferee of an option may not (1) dispose of
          shares received in an exercise of such options until such shares are
          validly registered or exempt from registration under any applicable
          exemption from registration under the Securities Act of 1933, as
          amended, in the opinion of the Corporate Secretary or (2) while
          continuing to hold options issued under this plan, be amended to
          change beneficiaries to persons other than those permissible under
          Section 6(b). Documents evidencing the transfer of any option and the
          identity of the transferee shall be in such form as may be required by
          the Corporate Secretary.

6.   Restricted Stock. Certain grantees, as determined by the Committee, may
     elect to receive restricted shares upon payment for the exercise of an
     option in the form of unrestricted common stock. The grantee will receive
     the same number of unrestricted shares as the number of shares surrendered
     to pay the exercise price, while the shares received in excess of the
     number surrendered to pay the exercise price may be restricted. Such
     grantees may also elect to deliver restricted shares of the Company's
     common stock in payment of the exercise price notwithstanding restrictions
     on transferability to which such shares are subject. The Company shall be
     authorized to issue restricted shares of common stock upon such exercises
     of stock options, subject to the following conditions:

     a.   The grantee shall elect a vesting period for the restricted common
          stock to be received upon exercise of the option of between 6 months
          and 10 years, subject to rules and procedures established by the Plan
          Administrator, but in no event may a grantee elect a vesting period
          shorter than the period provided in paragraph (d) of this Section 6.
          At any time on or before the 13th calendar month preceding the date on
          which restrictions on shares of restricted stock would otherwise
          lapse, the grantee may elect to extend the vesting period on all but
          not a portion of such shares by six months or any multiple of six
          months.

     b.   The grantee who receives restricted stock may not sell, transfer,
          assign, pledge or otherwise encumber or dispose of shares of
          restricted stock until such time as all restrictions on such stock
          have lapsed except: (i) to the Company in payment of the exercise
          price of a stock option issued by the Company under any employee stock
          option plan adopted by the Company that provides for payment of the
          exercise price in the form of restricted stock, provided that such
          payment is made in accordance with the terms of such plan; or (ii) to
          a trust of which the grantee, the grantee's spouse, or descendants (by
          blood, adoption, or marriage) of the grantee are the primary
          beneficiaries and which is a grantor trust treated as owned by the
          grantee under Subchapter J of the Internal Revenue Code, upon the
          following terms:

          (A)  the Company receives, prior to such transfer, a true copy of the
               trust agreement and an opinion from grantee's counsel (1) that
               the trust will be treated as a grantor trust owned by the



                                       6
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               grantee under Subchapter J of the Internal Revenue Code at all
               times until the restrictions on such stock lapse or the stock is
               forfeited under the terms of its grant, (2) that the terms of the
               trust provide that upon the forfeiture of the restricted stock
               under the terms of its grant or the earlier termination of the
               trust for whatever reason, ownership of the restricted stock
               shall revert to the grantee or to the Company, (3) that the
               trustee of such trust may not, prior to the lapsing of
               restrictions on such stock, sell, transfer, assign, pledge, or
               otherwise encumber or dispose of shares of restricted stock
               except to the Company or to the grantee, subject to the
               restrictions provided for in this Plan, and (4) that, until the
               restrictions lapse, the trustee is not authorized to incur
               liabilities on behalf of the trust, other than to the
               beneficiaries of the trust; and

          (B)  the grantee and the trustee of the trust shall execute stock
               powers in blank to be held in the custody of the Company; and

          (C)  the Corporate Secretary of the Company may, in his discretion,
               enforce the foregoing transfer restrictions by maintaining
               physical custody of the certificate or certificates representing
               such shares of restricted stock, by placing a restrictive legend
               on such certificates, by requiring the grantee and the trustee to
               execute other documents as a pre-condition to such transfer, or
               otherwise.

     c.   A grantee who elects to receive restricted common stock upon an
          exercise shall have the right to satisfy tax withholding obligations
          in the manner provided in Section 8 hereof.

     d.   Restricted common stock received in such an exercise or from other
          plans of the Company may be used for payment of the exercise price of
          a stock option to purchase shares of the same class, so long as all
          the shares received as a result of such an exercise are restricted for
          a period at least as long as, and shall have other terms consistent
          with the terms of, the restricted common stock used in payment.

     e.   The shares of restricted common stock received in an exercise of a
          stock option that continue to be restricted shall be forfeited in the
          event that vesting conditions are not satisfied, subject to the
          discretion of the Committee, except in the case of death, disability,
          normal retirement, or involuntary termination for reasons other than
          for good cause, in which case all restrictions lapse; provided,
          however, that in no event shall restrictions lapse if the restrictions
          on shares used to pay for the exercise price pursuant to Section 6(d)
          would not have lapsed under the same conditions. If restricted shares
          are forfeited, the grantee or his representative shall sign any
          document and take any other action required to assign said restricted
          shares back to the Company.

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<PAGE>

     f.   The grantee will have all the rights of a stockholder with respect to
          shares of restricted stock received upon the exercise of an option,
          including the right to vote the shares of stock and the right to
          dividends on the stock. Unless the Plan Administrator establishes
          alternative procedures, the shares of restricted stock will be
          registered in the name of the grantee and the certificates evidencing
          such shares shall bear an appropriate legend referring to the terms,
          conditions and restrictions applicable to the award and shall be held
          in escrow by the Company. The grantee shall execute a stock power or
          powers assigning the shares of restricted stock back to the Company,
          which stock powers shall be held in escrow by the Company and used
          only in the event of the forfeiture of any of the shares of restricted
          stock. A certificate evidencing unrestricted shares of common stock
          shall be issued to the grantee promptly after the restrictions lapse
          on any restricted shares.

     g.   The Plan Administrator shall have the discretion and authority to
          establish any rules in connection with the use of restricted stock,
          including but not limited to regulating the timing of the lapse of
          restrictions within the six-month to ten-year period and prescribing
          election forms as the Plan Administrator deems necessary or desirable
          for the orderly administration of such exercises.

7.   Reload Options. The Committee may provide that optionees have the right to
     a reload option, which shall be subject to the following terms and
     conditions:

     a.   Grant of the Reload Option; Number of Shares; Price. Subject to
          subsections (b) and (c) of this Section 7 and to the availability of
          shares to be optioned under the Plan, if an optionee has an option to
          purchase shares of any class of common stock (the "original option")
          with reload rights and pays for the exercise of the original option by
          surrendering common stock of the same class, the optionee shall
          receive a new option ("reload option") to purchase the number and
          class of shares so surrendered (or, if applicable, the number of
          shares provided for in paragraph (h) of this Section 7) at an exercise
          price equal to the fair market value of the class of stock on the date
          of the exercise of the original option. If, in the judgment of the
          Company's Corporate Secretary, the number of shares available on the
          exercise of the original options falls below a number sufficient to
          provide for the grant of reload options and for other purposes under
          the Plan, the Company's Corporate Secretary may authorize the issuance
          of reload options from any other plan of the Company's under which
          sufficient shares are authorized but not issued.

     b.   Minimum Purchase Required. A reload option will be granted only if the
          exercise of the original option is an exercise of at least 25% of the
          total number of shares granted under the original option (or an
          exercise of all the shares remaining under the original option if less
          than 25% of the shares remain to be exercised).

     c.   Other Requirements. A reload option: (1) will not be granted if the
          market value of the common stock of the Company on the date of

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          exercise of the original option is less than the exercise price of the
          original option; (2) will not be granted if the grantee is not, on the
          exercise date, an employee of Sprint or a Sprint subsidiary; (3) will
          not be granted if the original option is exercised less than one year
          before the expiration of the original option; and (4) with respect to
          options transferred by the grantee to another person in accordance
          with this Plan, reload options shall be granted to the grantee upon a
          stock-for-stock exercise by the optionee to the same extent as if the
          grantee had exercised the option in a similar manner.

     d.   Term of Option. The reload option shall expire on the same date as the
          original option.

     e.   Type of Option. The reload option shall be a nonqualified option to
          purchase shares of the same class of shares as the original option.

     f.   No Additional Reload Options. The reload options shall not include any
          right to a second reload option.

     g.   Date of Grant, Vesting. The date of grant of the reload option shall
          be the date of the exercise of the original option. The reload options
          shall be exercisable in full beginning one year from date of grant;
          provided, however, that all shares purchased upon the exercise of the
          original option (except for any shares withheld for tax withholding
          obligations) shall not be sold, transferred or pledged within six
          months from the date of exercise of the original option. The reload
          option shall become exercisable in full if the optionee terminates
          employment by reason of the grantee's death, disability, or normal
          retirement. In no event shall a reload option be exercised after the
          original option expires as provided in subsection (d) of this Section
          7.

     h.   Stock Withholding; Grants of Reload Options. If the other requirements
          of this Section 7 are satisfied, and if shares are withheld or shares
          surrendered for tax withholding, a reload option will be granted for
          the number of shares surrendered as payment for the exercise of the
          original option plus the number of shares surrendered or withheld to
          satisfy tax withholding. In connection with reload options for
          officers who are subject to Section 16 of the Securities Exchange Act
          of 1934, the Committee may at any time impose any limitations which,
          in the Committee's sole discretion, are necessary or desirable in
          order to comply with Section 16(b) of the Securities Exchange Act of
          1934 and the rules and regulations thereunder, or in order to obtain
          any exemption therefrom.

     i.   Other Terms and Conditions. Except as otherwise provided in this
          Section 7, all the provisions of the Plan shall apply to reload
          options.

8.   Stock Withholding Election. When taxes are withheld in connection with the
     exercise of a stock option by delivering shares of stock in payment of the
     exercise price, or upon the lapse of restrictions on restricted stock
     received upon the exercise of an option (the date on which such exercise
     occurs or such

                                       9
<PAGE>

     restrictions lapse hereinafter referred to as the "Tax Date"), the optionee
     may elect to make payment for the withholding of federal, state and local
     taxes, including Social Security and Medicare ("FICA") taxes, up to the
     optionee's marginal tax rate, by one or both of the following methods:

     (i)  delivering part or all of the payment in previously-owned shares of
          the same class (which shall be valued at fair market, as defined
          herein, on the Tax Date) which shares, if acquired from the Company,
          must have been held for at least six months;

     (ii) requesting the Company to withhold from those shares that would
          otherwise be received upon exercise of the option or upon the lapse of
          restrictions, a number of shares having a fair market value (as
          defined herein) on the Tax Date equal to the amount to be withheld.
          The amount of tax withholding to be satisfied by withholding shares
          from the option exercise is limited to the minimum amount of taxes,
          including FICA taxes, required to be withheld under federal, state and
          local law.

     Such election is irrevocable after the Tax Date. Any fractional share
     amount and any additional withholding not paid by the withholding or
     surrender of shares must be paid in cash. If no timely election is made,
     cash must be delivered to satisfy all tax withholding requirements.

     If the exercise of an option by an optionee other than the grantee after
     transfer of the option pursuant to this plan from the grantee to the
     optionee results in a withholding obligation on the part of the grantee,
     the grantee may elect to satisfy his withholding obligation by delivery of
     shares to the Company as permitted in clause (i) above.


9.   Acceleration on a Change in Control

     a.   With respect to any LTIP Option outstanding for at least one year or
          any restricted shares issued under the Plan other than pursuant to
          Section 6(d), the options shall (subject to the 280G limitations
          applicable under the 1990 Stock Option Plan) become exercisable in
          full and the restrictions shall lapse, as the case may be, upon a
          change in control of the Company.

     b.   For purposes of this Plan, a "change in control of the Company" shall
          be deemed to have occurred whenever a "Change in Control" occurs for
          purposes of the Company's 1990 Stock Option Plan, as amended from time
          to time.

10.  Miscellaneous.

     a.   Amendment. The Company reserves the right to amend the Plan at any
          time by action of the Board of Directors provided that no such
          amendment may materially and adversely affect any outstanding stock
          options without the consent of the optionee, and provided that,
          without

                                       10
<PAGE>

          the approval of the stockholders, no such amendment may increase the
          total number of shares reserved for the purposes of the Plan.

     b.   Effectiveness of Plan. This Plan shall be effective as of February 18,
          1995, subject to approval of Stockholders of the Company prior to
          February 18, 1996.

     c.   Rights in Securities. All certificates for shares delivered under the
          Plan shall be subject to such stock-transfer orders and other
          restrictions as the Committee may deem advisable under the rules,
          regulations, and other requirements of the Securities and Exchange
          Commission, any stock exchange upon which the shares are then listed,
          and any applicable federal or state securities law, and the Committee
          may cause a legend or legends to be put on any such certificates to
          make appropriate reference to such restrictions. No optionee or
          optionee's beneficiary, executor or administrator, legatees or
          distributees, as the case may be, will be, or will be deemed to be, a
          holder of any shares subject to an option unless and until a stock
          certificate or certificates for such shares are issued to such person
          or persons under the terms of the Plan. No adjustment shall be made
          for dividends (ordinary or extraordinary, whether in cash, securities
          or other property) or distributions or other rights for which the
          record date is prior to the date such stock certificate is issued,
          except as provided in Section 5(k) hereof.

     d.   Date of Grant. The grant of an option shall be effective no earlier
          than the date the Committee decides to grant the option, except that
          grants of reload options shall be effective as provided in Section
          7(g) hereof.

     e.   Application of Funds. The proceeds received by the Company from the
          sale of stock subject to option are to be added to the general funds
          of the Company and used for its corporate purposes.

     f.   No Obligation to Exercise Option. Granting of an option shall impose
          no obligation on the optionee to exercise such option.

                                       11