FERRELL COMPANIES, INC.
1998 INCENTIVE COMPENSATION PLAN


1.       PURPOSE.  The purposes of the Ferrell Companies, Inc. 1998 Incentiv
         Compensation Plan (the "Plan") are as follows:

         (a)       to allow upper middle and senior level managers of 
                   Ferrellgas, Inc. ("FGI") to participate in
                   the equity growth of Ferrell Companies, Inc. ("FCI") and, 
                   indirectly (through its "subsidiary"
                   holding), in the equity growth of Ferrellgas Partners, L.P. 
                   (the "Partnership") and its subsidiaries (with FCI, FGI, the
                   Partnership and its subsidiaries being collectively referred
                   to herein as "Companies");

         (b)       to generate an increased incentive to contribute to the 
                   Partnership's future success and
                   prosperity and to focus on the value growth of FCI; and

         (c)       to focus on  profitable  Partnership  growth and  acquisition
                   activities that will enable  subordinated  Partnership  units
                   ("Subordinated  Units")  held  by FCI to  convert  to  common
                   Partnership units ("Common Units"),  to increase the value of
                   all Partnership Units (including both Common and Subordinated
                   Units) and to increase  the equity  value of FCI,  through an
                   increasing  Partnership  value, a maximization of Partnership
                   distributions,  a reduction of FCI debt, and an  optimization
                   of  share  value  growth  for the FCI  shares  held by  FCI's
                   employee stock ownership plan (its "ESOP").

Unless defined in the sentence or paragraph in which they are used,  definitions
used herein are set forth in Section 9.9 below.

2.       ADMINISTRATION.

         2.1       Administration  by Committee.  The Plan shall be administered
                   by the FCI Options  Committee  (comprised of three members of
                   the  FCI's  or  FGI's  Management  Committee,  and  generally
                   including  the  CEO and  CFO of  FGI,  as well as the  senior
                   personnel manager of FGI) (the "Committee").

         2.2       Authority.  Subject  to  the  provisions  of  the  Plan,  the
                   Committee  shall  have the  authority  to (a)  interpret  the
                   provisions of the Plan,  and  prescribe,  amend,  and rescind
                   rules  and  procedures   relating  to  the  Plan,  (b)  grant
                   incentives  under the Plan,  in such  forms and  amounts  and
                   subject to such terms and conditions as it deems appropriate,
                   including,  without limitation,  incentives which are made in
                   combination with or in tandem with other incentives  (whether
                   or not contemporaneously  granted) or compensation or in lieu
                   of current or deferred compensation, (c) modify the terms of,
                   cancel and reissue,  or  repurchase  outstanding  incentives,
                   subject to Section 9.7, (d) suspend the operation of the Plan
                   (or  any  portion  thereof)  pursuant  to the  provisions  of
                   Section 9.8 hereinbelow and (e) make all other determinations
                   and take all other actions as it deems necessary or desirable
                   for the  administration of the Plan. The determination of the
                   Committee on matters within its authority shall be conclusive
                   and binding on Companies and all other persons. The Committee
                   shall comply with all  applicable  law in  administering  the
                   Plan.
<PAGE>

3.       Participation.  Subject to the terms and conditions of the Plan, the
         Committee shall designate from time to time employees of Companies 
         (including, without limitation, employees who are officers and/or
         directors of any Companies entity) who shall receive incentives under 
         the Plan ("Participants").


4.       SHARES SUBJECT TO THE PLAN

         4.1       Number  of  Shares   Reserved.   Subject  to   adjustment  in
                   accordance with Sections 4.2 and 4.3, the aggregate number of
                   shares of FCI common stock  ("Common  Stock")  available  for
                   incentives  under the Plan shall be that  number of shares of
                   Common Stock equaling 20% of FCI's  outstanding  Common Stock
                   shares, on a fully-diluted basis,  immediately  following the
                   date on which the ESOP has  acquired  all of the  outstanding
                   Common Stock shares.

                   All  shares  of  Common  Stock  issued  under the Plan may be
                   authorized  and  unissued  shares  or  treasury  shares.   In
                   addition,  all of such  shares  may,  but need not, be issued
                   pursuant to the exercise of nonqualified stock options.

         4.2       Reusage of Shares.

                   (a)     In  the  event  of  the  termination  (by  reason  of
                           forfeiture, expiration,  cancellation,  surrender, or
                           otherwise)  of any  incentive  under the  Plan,  that
                           number of shares of Common  Stock that was subject to
                           the incentive  but not  delivered  shall be available
                           again for incentives under the Plan.

                   (b)     In  the  event  that  shares  of  Common   Stock  are
                           delivered under the Plan and are thereafter forfeited
                           or  reacquired  by FCI  (whether  or not  pursuant to
                           rights  reserved  upon  the  award   thereof),   such
                           forfeited  or  reacquired  shares  shall be available
                           again for incentives under the Plan.

                                       2

<PAGE>
         4.3       Adjustments to Shares  Reserved.  In the event of any merger,
                   consolidation,  reorganization,   recapitalization,  spinoff,
                   stock dividend,  stock split, reverse stock split,  exchange,
                   or other  distribution with respect to shares of Common Stock
                   or other change in the corporate  structure or capitalization
                   affecting the Common Stock (each being an "Adjustment"),  the
                   type  and  number  of  shares  of stock  which  are or may be
                   subject  to  incentives  under  the Plan and the terms of any
                   outstanding  incentives  (including the price at which shares
                   of stock may be issued pursuant to an outstanding  incentive)
                   shall be  equitably  adjusted by the  Committee,  in its sole
                   discretion,  to preserve both the value of incentives awarded
                   or to be  awarded  to  Participants  under  the  Plan and the
                   percentage   of   outstanding   Common  Stock  shares  (on  a
                   fully-diluted  basis) available for incentives under the Plan
                   immediately prior to the date of the Adjustment  (taking into
                   account both incentives  granted but not yet distributed from
                   the Plan and incentives not yet granted under the Plan).

5.       STOCK OPTIONS.

         5.1       Awards.  Subject to the terms and conditions of the Plan, the
                   Committee   shall   designate   the   individuals   to   whom
                   "nonqualified  stock  options" to  purchase  shares of Common
                   Stock ("Stock  Options") are to be awarded under the Plan and
                   shall determine the number, and terms of the Stock Options to
                   be  awarded to each of them.  Unless and until the  Committee
                   makes a decision to the contrary,  the  Participants  to whom
                   Stock Options are granted  hereunder shall be designated from
                   the following two employee groups:

                   (i)     field employees who are at or above the "area
                           manager" designation level; and

                   (ii)    corporate  (Liberty  or  Houston)  employees  who are
                           deemed by the  Committee to have a material  positive
                           impact on developing and implementing the strategies,
                           systems or processes  that support the  operations of
                           the  Partnership and contribute to the achievement by
                           the  Partnership  of its  financial  and  operational
                           goals and the  maximization  of the  equity  value of
                           FCI.

                   Stock Options  awarded under the Plan will,  unless and until
                   the Committee makes a decision to the contrary, be classified
                   as either  "Tranche A Options" or  "Tranche B Options."  Each
                   Stock Option awarded under the Plan shall be a  "nonqualified
                   stock option" for tax purposes.

                                      3
<PAGE>

         5.2       Adjustment of Awards. If a Participant experiences a material
                   change  in  job   status  (or  other   similar   compensation
                   measurement  as may,  from time to time,  be  utilized by the
                   Committee),  the  Committee  may,  in  its  sole  discretion,
                   determine  whether any or all of the unvested  portion of the
                   Participant's   Stock  Option(s)  shall  be  taken  from  the
                   Participant and returned to FCI. In addition, in the event of
                   a  Change  in  Control,   the  Committee  may,  in  its  sole
                   discretion,  determine what  adjustments,  if any,  should be
                   made to (i) Stock Options awarded  hereunder  and/or (ii) the
                   Plan.

         5.3       Time For  Exercise.  Each Stock Option  shall be  exercisable
                   only if it is vested (as described in Section 5.4 below) and,
                   then,  only  to  the  extent,  at the  times  and  until  the
                   expiration date(s) described in the following table:
<TABLE>
<CAPTION>


                     ------------------------ -------------------------------------- ------------------------------------
<S>                                               <C>                                   <C>
                     Exercise Event              Percentage of Vested Portion of       Percentage of Vested Portion of
                                                 Tranche A Options Which May be        Tranche B Options Which May be
                                              Exercised on Specified Exercise Dates    Exercised on Specified Exercise
                                                                                                    Dates
                     ------------------------ -------------------------------------- ------------------------------------
                     Full repayment of the    Up to 25% of the vested portion of a   Up to 25% of the vested portion of
                     "FCI Senior Notes" (as   Participant's Stock Option(s) may be   a Participant's Stock Option(s)
                     defined in Section 9.9   exercised, upon (and only upon) the    may be exercised, upon (and only
                     below) ("Trigger 1")     first odd-numbered year "Exercise      upon) the first even-numbered year
                                              Date" (as defined in Section 9.9       "Exercise Date" next following
                                              below) next following such repayment   such repayment of the FCI Senior
                                              of the FCI Senior Notes.               Notes.
                     ------------------------ -------------------------------------- ------------------------------------
                     Full repayment of the    An additional 25% of the vested        An additional 25% of the vested
                     "Subordinated Notes"     portion of a Participant's Stock       portion of a Participant's Stock
                     (as defined in Section   Option(s) may be exercised, upon       Option(s) may be exercised, upon
                     9.9 below), and          (and only upon) the first              (and only upon) the first
                     assuming Trigger 1       odd-numbered year Exercise Date next   even-numbered year Exercise Date
                     occurs ("Trigger 2")     following such repayment of the        next following such repayment of
                                              Subordinated Notes.                    the Subordinated Notes.
                     ------------------------ -------------------------------------- ------------------------------------
                     Assuming that both       The vested portion of a                The vested portion of a
                     Trigger 1 and Trigger    Participant's Stock Option(s) may be   Participant's Stock Option(s) may
                     2 have occurred:         exercised up to the following          be exercised up to the following
                                              percentages on the Exercise Date       percentages on the Exercise Date
                                              occurring in each of the following     occurring in each of the following
                                              years:                                 years:

                                              2009         60%                       2010         70%
                                              2011         80%                       2012         90%
                                              2013         100%                      2014         100%
                                              2015         100%                      2016         100%
                                              2017         100%                      2018         100%

                     ------------------------ -------------------------------------- ------------------------------------
</TABLE>
                                       4
<PAGE>

                   In the event that  either or both of Trigger 1 and  Trigger 2
                   has (have) not  occurred  by 2013 (for  Tranche A Options) or
                   2014 (for  Tranche B  Options),  then (i) 100% of the  vested
                   portion  of  a  Participant's  Tranche  A  Option(s)  may  be
                   exercised  on the  Exercise  Date  occurring in each of 2013,
                   2015 and 2017;  and (ii) to up to 100% of the vested  portion
                   of  a  Participant's   vested  Tranche  B  Option(s)  may  be
                   exercised  on the  Exercise  Date  occurring in each of 2014,
                   2016 and 2018.


         5.4       Vesting.  Subject to the next succeeding sentence, vesting of
                   Tranche A Options and Tranche B Options shall occur as 
                   follows:
<TABLE>
<CAPTION>

                         Anniversary of                Annual                 Cumulative
                          Stock Option                 Vested                   Vested
                           Grant Date                Percentage               Percentage

<S>                             <C>                         <C>                      <C>
                                1st                         5%                       5%
                                2nd                         5%                      10%
                                3rd                         5%                      15%
                                4th                         5%                      20%
                                5th                         5%                      25%
                                6th                        10%                      35%
                                7th                        10%                      45%
                                8th                        10%                      55%
                                9th                        10%                      65%
                               10th                        10%                      75%
                               11th                        10%                      85%
                               12th                        15%                     100%
</TABLE>

                   Notwithstanding  the immediately  preceding vesting schedule,
                   however, all Stock Options granted hereunder shall fully vest
                   upon (a) a "Change in Control" of the Partnership or FCI, (b)
                   the Participant's death, or "permanent disability" or (c) the
                   Participant's  retirement from FCI at or after  attainment of
                   age 65.  A  Stock  Option,  whether  or not  vested,  will be
                   forfeited, no longer exercisable and, if vested, divested and
                   if (i) a Participant's  employment with FGI is terminated for
                   gross  insubordination  (as  determined  by  FGI's  Board  of
                   Directors) or (ii) the Participant  enters a plea of "guilty"
                   or  "nolo  contendre"  to,  or is  convicted  by a  court  of
                   competent jurisdiction of, a felony.

                                       5
<PAGE>



         5.5       Option Price. The option price per share ("Option Price") for
                   any  Stock  Option  awarded  shall not be less than the "Fair
                   Market  Value"  of a share  of  Common  Stock on the date the
                   Stock Option is granted. Recipients of Stock Options shall be
                   timely notified no less frequently than twice annually of the
                   Fair Market Value of a share of Common Stock.

         5.6       Manner of Exercise.  The vested portion of a Stock Option may
                   be  exercised,  in  whole  or in  part,  once a  year  on the
                   Exercise Date by notice to FCI specifying the number of whole
                   (not fractional) shares of Common Stock to be purchased. Such
                   notice  shall be given at least thirty (30) days prior to the
                   Exercise  Date and it shall be  accompanied  by (or provision
                   shall  be made  for) (i)  payment  of the  Option  Price by a
                   certified or cashiers  check or wire transfer  payable to the
                   order of the Company on or prior to the Exercise  Date;  (ii)
                   an executed share transfer restriction agreement (the form of
                   which shall either be attached to the agreement memorializing
                   the  Participant's  Stock  Option grant or be provided to the
                   Participant  prior to the first  Exercise  Date for the Stock
                   Option);  and (iii) such other  documents or  representations
                   (including,  without  limitation,  representations  as to the
                   intention of the Participant or his/her  successor to acquire
                   the shares for  investment)  as the  Company  may  reasonably
                   request in order to comply with securities, tax or other laws
                   then applicable to the exercise of the Stock Option.

                   Unless the Committee  sets a shorter  exercise  period in its
                   grant of Stock Options  hereunder,  the vested portion of the
                   Stock Option so granted may be  exercised  until (and must be
                   exercised on or before) January 31, 2018. Subject to the next
                   succeeding  sentence,  if the  Participant  becomes no longer
                   employed by a Companies  entity  prior to the exercise of all
                   of the vested portion of the  Participant's  Stock  Option(s)
                   (and the Participant is not immediately  thereafter  employed
                   with another Companies entity),  the nonvested portion of the
                   Participant's Stock Option(s) shall expire,  terminate and be
                   forfeited,  and the Participant will be permitted to exercise
                   the  vested  portion of his/her  Stock  Option(s)  during the
                   times set for exercise as described in the table set forth in
                   Section 5.3 above.  In such case,  the Committee  may, in its
                   sole   discretion,   give  the  terminated   participant  one
                   opportunity  to exercise all of the vested portion of his/her
                   Stock Option(s)  (with the  opportunity  specifying the early
                   Exercise   Date  on  which  such  vested   portion   must  be
                   exercised).  If the  Participant is given such an opportunity
                   and  chooses  not to  exercise  all of the  remaining  vested
                   portion of his/her  remaining  Stock  Option(s)  by the early
                   Exercise  Date,  such vested  portion of the Stock  Option(s)
                   will  immediately  expire,  terminate  and be forfeited as of
                   such date.

                                       6
<PAGE>



         5.7       ESOP Call. All shares  acquired by a Participant  pursuant to
                   the  exercise of a Stock  Option  shall be subject to a "call
                   option" which shall be granted to and may be (a) exercised by
                   the Ferrell  Companies,  Inc.  Employee Stock Ownership Trust
                   (the  "Trust")  and (b)  assigned by the trustee of the Trust
                   (the  "Trustee")  to  FCI.   Although  the  call  option  may
                   generally be exercised by either (i) the Trust or (ii) by the
                   Trust's  assignee,  if  applicable,  it may not be  exercised
                   during the first six months following the Exercise Date.

                   The  shares  acquired  by  a  Participant  pursuant  to  such
                   exercise  may be called by the  Trust  (or its  assignee)  at
                   their Fair Market Value as of the date of the call (the "Call
                   Date") by giving  the  Participant  who  acquired  the shares
                   notice of the Trust's (or its  assignee's)  intention to call
                   the shares (a "call  notice") at least ten (10) business days
                   prior to the Call  Date.  As stated  in  Section  5.5  above,
                   Participants  receiving  grants  of  Stock  Options  shall be
                   notified  every six (6) months of the Fair Market  Value of a
                   share of Common Stock.

                   A  Participant  receiving a call notice shall  deliver to the
                   Trustee  (or  the  Trust's  assignee,  as  applicable)  stock
                   certificate(s)  for the called shares prior to the Call Date.
                   The  Participant's  sale of the called shares shall be deemed
                   to have occurred as of the Call Date, with the purchase price
                   being  payable in one lump sum by the Trust (or its assignee)
                   within  ninety  (90) days of any Call Date not  occurring  on
                   July 31st or January  31st and within  ninety (90) days after
                   the receipt of the ESOP financial advisor's  determination of
                   the Fair  Market  Value of the  called  shares as of any July
                   31st  or  January   31st  Call  Date.   Notwithstanding   the
                   immediately  preceding sentence,  however, if a Participant's
                   employment is terminated prior to the Participant's  exercise
                   of all of the vested  portion of his/her Stock Option and the
                   Committee  gives the  Participant one opportunity to exercise
                   such  vested  portion  as  of an  early  Exercise  Date,  the
                   purchase  price to be paid by the Trust (or its assignee) for
                   any early Exercise Date shares acquired  pursuant to its call
                   option will be payable in the form of a five-year  promissory
                   note given by the Trust (or its assignee)  (with (i) interest
                   payable at the lowest  percentage  of libor  which  equals or
                   exceeds the  "Applicable  Federal Rate" and (ii)  semi-annual
                   equal  payments of principal  and interest  being made during
                   the five-year payment period).

         5.8       Put Option. All shares acquired by a Participant  pursuant to
                   the  exercise  of a Stock  Option  shall be subject to a "put
                   option" (the "Put  Option")  which shall be granted as of the
                   acquisition  date to and may be exercised by the  Participant
                   or other party receiving such shares (as provided  hereunder,
                   the  "Other  Party")  if, at the time of their  receipt,  the
                   shares are not readily tradable on an established  market, as
                   defined in Section  409(h) of the  Internal  Revenue  Code of
                   1986,  as amended (the  "Code") and the Treasury  regulations
                   promulgated  thereunder.  The Put  Option  shall  permit  the

                                       7
<PAGE>

                   Participant  or Other Party to sell some or all of the shares
                   acquired  at their Fair  Market  Value as of (and only as of)
                   any July 31st or January 31st  following  the  Exercise  Date
                   (each being a  "Permissible  Put  Date").  The Put Option may
                   not,  however,  be  exercised  during  the first  six  months
                   following  the  Exercise  Date and it may no  longer  ever be
                   exercised  once a call  notice (as  described  in Section 5.7
                   above) has been sent or delivered by the Company.

                   Shares  acquired  pursuant to the exercise of a Participant's
                   Stock Option may be put by the  Participant or Other Party at
                   their  Fair  Market  Value  as of a  Permissible  Put Date by
                   giving  the  Company  notice of the  Participant's  (or Other
                   Party's)  intention  to put the  shares (a "put  notice")  at
                   least ten (10)  business  days prior to the  Permissible  Put
                   Date.  As  is  stated  in  Section  5.5  above,  Participants
                   receiving grants of Stock Options shall be notified every six
                   (6) months of the Fair Market  Value of a share of a share of
                   Common Stock.

                   In the event the  Company  receives  a put  notice,  the sale
                   pursuant  to the put shall be deemed to have  occurred  as of
                   the Permissible  Put Date referenced in the Put Notice,  with
                   the  purchase  price  being  payable by the  Company  (or its
                   assignee)  in one lump sum within  ninety (90) days after the
                   receipt of the ESOP financial advisor's  determination of the
                   Fair  Market  Value  of the put  shares  as of the  specified
                   Permissible   Put  Date.   Notwithstanding   the  immediately
                   preceding sentence, however, if a Participant's employment is
                   terminated prior to the Participant's  exercise of all of the
                   vested  portion of  his/her  Stock  Option and the  Committee
                   gives the Participant one opportunity to exercise such vested
                   portion as of an early  Exercise  Date, the purchase price to
                   be  paid  by the  Company  (or its  assignee)  for any  early
                   Exercise Date shares acquired pursuant to the Put Option will
                   be payable in the form of a five-year  promissory  note given
                   by the Company (or its assignee)  (with (i) interest  payable
                   at the lowest percentage of libor which equals or exceeds the
                   "Applicable Federal Rate" and (ii) semi-annual equal payments
                   of  principal  and interest  being made during the  five-year
                   payment period).

         5.9       Share  Restrictions.  The exercise of a  Participant's  Stock
                   Option shall be conditioned upon the Participant's  execution
                   of a share transfer restriction agreement (which shall either
                   be attached to the agreement  memorializing the Participant's
                   Stock  Option grant or provided to the  Participant  prior to
                   the first  Exercise  Date for the Stock  Option so  granted).
                   Unless  and  until  the  Committee  makes a  decision  to the
                   contrary,  all shares  purchased  pursuant to the exercise of
                   Stock  Options  granted  hereunder  (i)  must be held  for at
                   least, and shall be  non-transferable  during,  the six-month
                   period immediately  following the Exercise Date; (ii) will be
                   subject to the call  option  described  in Section 5.7 above;
                   and (iii)  will be subject  to the Put  Option  described  in
                   Section 5.8 above.

                                    8
<PAGE>

6.       STOCK APPRECIATION RIGHTS.

         6.1       Grant of SARs.  Subject  to the terms and  conditions  of the
                   Plan,  the  Committee  shall  designate the employees to whom
                   stock  appreciation  rights  ("SARs") are to be awarded under
                   the Plan and shall  determine  the number,  type and terms of
                   the SARs to be awarded to each of them. An SAR may be granted
                   in tandem with a Stock Option  granted under the Plan, or the
                   SAR may be granted on a free-standing  basis. Tandem SARs may
                   be  granted  either  at or after the time of grant of a Stock
                   Option, provided that, in the case of an ISO a tandem SAR may
                   be  granted  only at the  time  of the  grant  of such  Stock
                   Option.  The  grant  price of a tandem  SAR  shall  equal the
                   option price of the related  Stock Option and the grant price
                   of a  free-standing  SAR  shall be  equal to the Fair  Market
                   Value of a share of Common Stock on the SAR's grant date.

         6.2       Exercise of Tandem SARs. Tandem SARs may be exercised for all
                   or part of the shares  subject to the related option upon the
                   surrender of the right to exercise the equivalent  portion of
                   the related Stock Option. A tandem SAR shall terminate and no
                   longer be  exercisable  upon  termination  or exercise of the
                   related Stock Option. A tandem SAR may be exercised only with
                   respect to the shares  for which its  related  option is then
                   exercisable.

         6.3       Exercise of Free-Standing SARs.  Free-standing SARs may be 
                   exercised upon such terms and conditions as the Committee,
                   in its sole discretion, determines.

         6.4       Term of SARs. The term of an SAR granted under the Plan shall
                   be  determined  by  the  Committee  in its  sole  discretion;
                   provided, however, that such term shall not exceed the option
                   term in the case of a tandem SAR, or ten years in the case of
                   a free-standing SAR.

         6.5       Payment of SAR Amount. Upon exercise of an SAR, a Participant
                   shall be entitled to receive  payment  from  Companies  in an
                   amount determined by multiplying:

                   (a)     The excess of the Fair Market Value of a share of 
                           Common Stock on the date of exercise
                           over the "grant price" of the SAR; by

                   (b)     The number of shares with respect to which the SAR is
                           exercised.

                   At the  discretion of the  Committee,  the payment to be made
                   upon an SAR  exercise  may be in cash,  in  shares  of Common
                   Stock of equivalent value, or in some combination thereof.
                                       9
<PAGE>

7.       PERFORMANCE SHARES.

         7.1       Awards.  Subject to the terms and conditions of the Plan, the
                   Committee shall  designate the employees to whom  Performance
                   Shares are to be awarded and  determine  the number of shares
                   and the terms and  conditions of each such award.  Subject to
                   the terms of Section 7.3 below and the immediately  preceding
                   sentence,   each   Performance   Share   shall   entitle  the
                   Participant  to a payment  in the form of one share of Common
                   Stock as soon as reasonably practicable following the date on
                   which the  specified  performance  goals and other  terms and
                   conditions  specified  by the  Committee  are  attained  (the
                   "Attainment Date").

         7.2       No Adjustments. Except as otherwise provided by the Committee
                   or in section  4.3  hereof,  no  adjustment  shall be made in
                   Performance Shares awarded on account of cash dividends which
                   may be paid or other  rights  which  may be  provided  to the
                   holders of Common  Stock prior to the end of any  performance
                   period.

         7.3       Substitution   of  Cash.  The  Committee  may,  in  its  sole
                   discretion, substitute cash equal to the Fair Market Value of
                   shares of Common Stock  otherwise  required to be issued to a
                   Participant  hereunder (with such Fair Market Value being the
                   Fair  Market  Value  most  recently  determined  by the  ESOP
                   financial advisor immediately prior to the Attainment Date).

8.       OTHER INCENTIVES. In addition to the incentives described in Sections 5
         through 7 above and  subject to the terms and  conditions  of the Plan,
         the Committee may grant other incentives ("Other Incentives"),  payable
         in cash or in stock,  under the Plan as it determines to be in the best
         interest of Companies.

9.       GENERAL

         9.1       Effective Date.  The Plan was adopted by the Board of 
                   Directors effective as of July 17, 1998.

         9.2       Duration.   The  Plan  shall   remain  in  effect  until  all
                   incentives  granted under the Plan have been satisfied by the
                   issuance of shares of Common Stock,  lapse of restrictions or
                   the payment of cash,  or have been  terminated  in accordance
                   with the terms of the Plan or the incentive.

         9.3       Non-transferability of Incentives. No incentive granted under
                   the Plan may be  transferred,  pledged,  or  assigned  by the
                   employee   except  by  will  or  the  laws  of  descent   and
                   distribution  in the  event of  death,  and FCI  shall not be
                   required to recognize any attempted assignment of such rights
                   by any Participant.  During a Participant's lifetime,  awards
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<PAGE>

                   may  be  exercised   only  by  the   Participant  or  by  the
                   Participant's     guardian    or    legal     representative.
                   Notwithstanding  the  foregoing,  at  the  discretion  of the
                   Committee,  a grant of an award may (but need not) permit the
                   transfer of the award by the Participant solely to members of
                   the  Participant's  immediate  family  or  trusts  or  family
                   partnerships for the benefit of such persons, subject to such
                   terms and conditions as may be established by the Committee.

         9.4       Compliance with Applicable Law and Withholding.

                   (a)     The award of any  benefit  under the Plan may also be
                           made  subject  to  such  other   provisions   as  the
                           Committee determines appropriate,  including, without
                           limitation,  provisions  to comply  with  federal and
                           state securities laws or stock exchange requirements.

                   (b)     If, at any time, FCI, in its sole discretion, 
                           determines that the listing,
                           registration, qualification of any type of incentive,
                           or the shares of Common Stock issuable pursuant 
                           thereto, or availability of exemption is necessary on
                           any securities exchange or under any federal or state
                           securities or blue sky law, or that the consent
                           or approval of any governmental regulatory body is 
                           necessary or desirable, the exercise or issuance of
                           shares of Common Stock pursuant to any incentive, or
                           the removal of any restrictions imposed on shares 
                           subject to an incentive, may be delayed
                           until such listing, registration, qualification, 
                           exemption, consent, or approval is
                           effected.

                   (c)     The  Companies'  entities  shall  have  the  right to
                           withhold  from any award under the Plan or to collect
                           as a  condition  of any  payment  under the Plan,  as
                           applicable, any taxes required by law to be withheld.
                           To the extent permitted by the Committee,  to fulfill
                           any tax  withholding  obligation,  a Participant  may
                           elect to have any distribution  otherwise required to
                           be made under the Plan (or a portion  thereof)  to be
                           withheld or, where Stock Options are to be exercised,
                           the  Participant  may use  shares  received  from the
                           exercise of the Stock Option.

         9.5       No Continued  Employment.  Participation in the Plan will not
                   affect any right any entity of Companies has to terminate the
                   employment of a Participant or give any Participant the right
                   to be  retained  in the employ of  Companies  or any right or
                   claim to any  benefit  under the Plan  unless  such  right or
                   claim  has  specifically  accrued  under  the  terms  of  any
                   incentive under the Plan.

         9.6       Treatment  as  a  Stockholder.  No  incentive  granted  to  a
                   Participant  under the Plan  shall  create any rights in such
                   Participant  as a  stockholder  of FCI until shares of Common
                   Stock related to the incentive are  registered in the name of
                   the Participant.

         9.7       Amendment  or  Discontinuation  of the  Plan.  The  Board  of
                   Directors may amend,  suspend, or discontinue the Plan at any

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<PAGE>

                   time; provided,  however, that (a) the Committee may amend or
                   suspend  the  Plan  to  avoid  the  occurrence  of any of the
                   events/circumstances  described  in Clauses (i) thru (iii) in
                   Section 9.8 below;  and (b),  other than such an amendment or
                   suspension  by the  Committee,  no  amendment,  suspension or
                   discontinuance shall adversely affect any outstanding benefit
                   and if any law,  agreement  or exchange on which Common Stock
                   is traded requires  stockholder  approval for an amendment to
                   become  effective,  no such amendment shall become  effective
                   unless approved by vote of FCI's stockholders.

         9.8       Limitations  on  Applicability.  No Plan  provision  shall be
                   applicable if its application would (i) cause a default under
                   the terms of an  extension  of credit made to any  Companies'
                   entity,  or  (ii)  have  an  effect  on  the  ability  of the
                   Partnership to make any "Restricted  Payment," or (iii) cause
                   a material change in FCI's Federal,  state or local corporate
                   or tax  status.  In  addition  to the powers  reserved to the
                   Committee  in Section  2.2 above,  the  Committee  shall have
                   complete  discretion to administer  the Plan in such a way as
                   will prevent the occurrence of any such default, inability to
                   make a Restricted Payment or change in corporate tax status.

         9.9       Definitions.

                   (a)     Change in Control.  The term "Change in Control" 
                           shall be defined as

                           (1)   any merger or consolidation of FCI in which 
                                 such entity is not the survivor,

                           (2)   any sale of all or substantially all of the 
                                 Common Stock of FCI by the Trust,

                           (3)   a sale of all or substantially all of the 
                                 Common Stock of FGI,

                           (4)   a replacement of FGI as the General Partner of 
                                 the Partnership, or

                           (5)   a public sale of a  "material"  amount of FCI's
                                 equity (with  materiality  being  determined by
                                 the  Committee,  but with a material  amount of
                                 such equity being at least 51% thereof).

                   (b)     Exercise Date. The term "Exercise Date" refers to the
                           31st day of January (i.e., January 31st) of each year
                           in which a Stock Option may be  exercised  (with each
                           such year being an  odd-numbered  year for  Tranche A
                           Options  and an  even-numbered  year  for  Tranche  B
                           Options).

                   (c)     Fair Market Value. Except as otherwise  determined by
                           the Committee,  the "Fair Market Value" of a share of
                           Common  Stock as of any date shall equal the value of
                           such a share most recently determined for the ESOP by
                           its  independent   financial   advisor  to  the  ESOP

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<PAGE>

                           (assuming no material  change in such value since the
                           date  as  of  which  such  determination  was  made);
                           provided,  however, that the "Fair Market Value" of a
                           share of Common  Stock as of any July 31st or January
                           31st  shall  equal the  value of such a share,  as of
                           such  date,  as   determined   by  such   independent
                           financial advisor .

                   (d)     FCI Senior  Notes.  The term "FCI Senior Notes" means
                           the Series A Notes, the Series B Notes and the Series
                           C Loans issued pursuant to the Master Agreement dated
                           July 15, 1998 among FCI,  the initial  purchasers  of
                           the Series A Notes,  the  initial  purchasers  of the
                           Series B Notes, the Series C Lenders referred therein
                           and U.S.  Bank  National  Association,  as collateral
                           agent (the "Master Agreement").

                   (e)     Master Agreement.  The term "Master Agreement" shall 
                           have the meaning set forth in Section 9.9(d) above.

                   (f)     Permanent Disability. The term "permanent disability"
                           means any mental or physical condition which entitles
                           the referenced Participant to disability benefits
                           under the long-term disability plans of the 
                           Participant's employer.

                   (g)     Restricted Payment.  The term "Restricted Payment" 
                           of the Partnership or its subsidiaries means, as 
                           applicable, a "Restricted Payment" as defined in the
                           debt documents of either the Partnership or its 
                           subsidiaries.

                   (h)     Subordinated Notes.  The term "Subordinated Notes" 
                           means any promissory note(s)
                           constituting "Subordinated Debt" (as said term is 
                           defined in the Master Agreement).

                   (i)     Subsidiary.  The term "subsidiary" means any 
                           business, whether or not incorporated, in
                          which FCI has a direct or indirect ownership interest.

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