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                                                                   Exhibit 10.06



              AMENDED 1996 NASHUA CORPORATION STOCK INCENTIVE PLAN

1.   NAME OF PLAN

     The Plan shall be known as the 1996 Nashua Corporation Stock Incentive Plan
     (the "Plan").

2.   PURPOSE OF THE PLAN

     The purpose of the Plan is to attract and retain key personnel for
     positions of substantial responsibility and to provide additional incentive
     to certain officers, key employees and directors of Nashua Corporation or
     any Affiliated Corporation to promote the success of the Company.

3.   DEFINITIONS

     As used herein, the following definitions shall apply:

     (a)  "AFFILIATED CORPORATIONS" shall include members of the controlled
          group of corporations within the meaning of Section 424(e) and 424(f)
          of the Code.

     (b)  "AWARD" means a grant or award under Section 7, 8 or 10 of the Plan.

     (c)  "COMPANY" and "CORPORATION" means Nashua Corporation.

     (d)  "BOARD" means the Board of Directors of the Company.

     (e)  "COMMON STOCK" means common stock, par value $1.00 per share, of the
          Company.

     (f)  "CODE" means the Internal Revenue Code of 1986, as amended.

     (g)  "COMMITTEE" means the Executive Salary Committee of the Board, as
          described in Section 5(a) hereof.

     (h)  "CONTINUOUS EMPLOYMENT" or "CONTINUOUS STATUS AS AN EMPLOYEE" means
          the absence of any interruption or termination of employment with the
          Company or with an Affiliated Corporation.

     (i)  "EFFECTIVE DATE" means the date specified in Section 11 hereof.

     (j)  "EMPLOYEE" means any person employed by the Company or an Affiliated
          Corporation.

     (k)  "FAIR MARKET VALUE" means the closing price listed on the New York
          Stock Exchange on the date an Option is granted.

     (l)  "INCENTIVE STOCK OPTION" means a stock option grant that is intended
          to meet the requirements of Section 422 of the Code.


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     (m)  "NON-STATUTORY STOCK OPTION" means a stock option grant that is not
          intended to be an Incentive Stock Option.

     (n)  "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
          Option granted pursuant to this Plan.

     (o)  "OPTIONED STOCK" means the Common Stock purchasable by an Employee or
          Director of the Corporation pursuant to an Option.

     (p)  "OPTIONEE" means an Employee or Director of the Corporation who
          receives an Option.

     (q)  "PERFORMANCE BASED RESTRICTED STOCK" means shares of Common Stock
          contingently granted to an Employee under Section 8 of the Plan.

     (r)  "PLAN" means the 1996 Nashua Corporation Stock Incentive Plan.

     (s)  "SHARE" means one share of the Common Stock.

     (t)  "SUBSIDIARY" means a subsidiary of the Company as defined under
          Section 424(f) of the Code.

4.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 11(h), the aggregate number of
     shares of Common Stock which may be issued pursuant to awards made under
     the Plan shall not exceed 660,000 shares. Any Shares subject to an Option
     which for any reason expires or is terminated unexercised as to such Shares
     and any Shares reacquired by the Company pursuant to forfeiture or a
     repurchase right hereunder may again be the subject of an Award under the
     Plan. The Shares subject to Awards under this Plan may, in whole or in
     part, be either authorized but unissued Shares or issued Shares reacquired
     by the Company.

5.   ADMINISTRATION OF THE PLAN

     (a)  COMPOSITION OF COMMITTEE. The Plan shall be administered by the
          Executive Salary Committee of the Board of Directors of the Company.
          Employees who are designated by the Committee shall be eligible to
          receive Awards under the Plan. All persons designated as members of
          the Committee shall be "disinterested persons" within the meaning of
          Rule 16b-3 of the Securities Exchange Act of 1934.

     (b)  POWERS OF THE COMMITTEE. The Committee is authorized (but only to the
          extent not contrary to the express provisions of the Plan or to
          resolutions adopted by the Board) (i) to interpret the Plan, (ii) to
          prescribe, amend and rescind rules and regulations relating to the
          Plan, (iii) to determine the Employees to whom Awards shall be granted
          under the Plan, the amount and terms of such Awards and the time when
          Awards will be granted, and (iv) to make other determinations
          necessary or advisable for the administration of the Plan, and shall
          have and may exercise such other power and authority as may be
          delegated to it by the Board from time to time. A majority of the
          entire Committee shall constitute a quorum and the action of a
          majority of the members

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          present at any meeting at which a quorum is present shall be deemed
          the action of the Committee.

          Officers of the Company are hereby authorized to assist the Committee
          in the administration of the Plan and to execute instruments
          evidencing Awards on behalf of the Company and to cause them to be
          delivered to the Employees.

     (c)  EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
          interpretations of the Committee shall be final and conclusive on all
          persons affected thereby.

 6.   ELIGIBILITY

      Awards may be granted by the Committee only to those officers and key
      Employees of the Company and of any Affiliated Corporation who are in
      positions in which their decisions, actions and counsel significantly
      impact upon the profitability of the Company. Directors who are not
      otherwise Employees of the Company or an Affiliated Corporation shall be
      eligible to receive Awards only under Section 10 hereof, and not under
      other Sections. An Employee who has been granted an Award may, if
      otherwise eligible, be granted an additional Award or Awards. In no event,
      however, shall the aggregate number of Shares which may be issued under
      the Plan to any one individual exceed 150,000, during the term of the Plan
      subject to adjustment as provided in Section 11(h). For the purpose of
      calculating such maximum number, an Option shall continue to be treated as
      outstanding notwithstanding its cancellation or expiration.

 7.   STOCK OPTIONS

     (a)  GRANT. Subject to the provisions of the Plan, the Committee shall have
          sole and complete authority to determine each Employee to whom an
          Option shall be granted, the number of Shares to be covered by each
          Option, the option price and the conditions and limitations applicable
          to the exercise of the Option. The Committee shall have the authority
          to grant Incentive Stock Options or to grant Non-Statutory Stock
          Options, or to grant both types of Options. The terms and conditions
          of Awards of Incentive Stock Options shall be subject to and comply
          with such rules as may be prescribed by Section 422 of the Code, as
          from time to time amended, and any regulations implementing Section
          422.

     (b)  OPTION PRICE. The price per Share at which each Option granted under
          the Plan may be exercised shall not, as to any particular Option, be
          less than 100% of the Fair Market Value of a Share at the time the
          Option is granted.

          The exercise price at which Options are granted under the Plan may not
          be reset except for adjustments as provided in Section 11(h). Options
          that lapse because of employee terminations or other reasons may be
          replaced with new Awards.

     (c)  RESTRICTIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
          granted under this Plan shall be designated specifically as such and,
          for so long as the Code shall so require, shall be subject to the
          additional restriction that the aggregate Fair Market Value of the
          Shares with respect to which Incentive Stock Options are exercisable
          for the first time by an Optionee during any calendar year shall not
          exceed $100,000. If an

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          Incentive Stock Option which exceeds the $100,000 limitation of this
          Section 7(c) is granted, the portion of such Incentive Stock Option
          which is exercisable for Shares in excess of the $100,000 limitation
          shall be treated as a Non-Statutory Stock Option pursuant to Section
          422(d) of the Code. In the event that such Optionee is eligible to
          participate in any other stock incentive plans of the Company, its
          parent, if any, or a Subsidiary which are also intended to comply with
          the provisions of Section 422 of the Code, such annual limitation
          shall apply to the aggregate number of Shares for which options may be
          granted under all such plans.

     (d)  EXERCISE OF OPTION. An Option shall be exercisable at such times and
          under such conditions as shall be permissible under the terms of the
          Plan and of the Option granted to an Optionee; however, in no event
          may any Option granted hereunder be exercisable after expiration of 10
          years and one day from the date of such grant. The Committee shall
          have the power to permit in its discretion, the acceleration of the
          exercise of an Option, or any portion thereof, under such
          circumstances and upon such terms as it deems appropriate. An Option
          may not be exercised for a fractional Share. An Option may be
          exercised, subject to the provisions hereof relative to its
          termination and limitations on its exercise, from time to time only by
          (i) written notice of intent to exercise the Option with respect to a
          specified number of Shares, and (ii) payment to the Company
          (contemporaneously with delivery of each such notice), either in cash
          or, if permitted by the Committee, by the surrender and delivery to
          the Company of Shares with a fair market value (based on the New York
          Stock Exchange closing price on the date of payment) equal to or less
          than the total Option price plus cash for any difference of the amount
          of the Option price of the number of Shares with respect to which the
          Option is then being exercised plus any state and federal withholding
          tax required, as provided under Section 11(a) or by any other means
          (including without limitation, by delivery of a promissory note of the
          Optionee payable on such terms as are specified by the Committee)
          which the Committee determines are consistent with the purpose of the
          Plan and with applicable laws and regulations (including without
          limitation, the provisions of Regulation T promulgated by the Federal
          Reserve Board). Each such notice and payment shall be delivered, or
          mailed by prepaid registered or certified mail, addressed to the
          Secretary of the Company at the Company's executive offices.

     (e)  TERMINATION OF EMPLOYMENT. Each Option shall terminate and may no
          longer be exercised if the Optionee ceases to perform services for the
          Company or an Affiliated Corporation in accordance with the following:

          (i)   If an Optionee ceases to be an employee of the Company or any
                Subsidiary other than by reason of death, retirement or
                disability, absent a determination by the Committee to the
                contrary, any Options which were exercisable by the Optionee on
                the date of termination of employment may be exercised any time
                before their expiration date or within six months after the date
                of termination, whichever is earlier, but only to the extent
                that the Options were exercisable when employment ceased. In the
                event an Optionee fails to exercise an Incentive Stock Option
                within three months after the date of termination, such Option
                will be treated as a Non-Statutory Stock Option pursuant to
                Section 422 of the Code.

          (ii)  In the case of death or disability of the Optionee, Options
                which were exercisable by the Optionee on the date of employment
                termination may be
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                exercised at any time before their expiration date or within one
                year after the date of termination, whichever is earlier.

          (iii) If an Optionee's employment terminates because of retirement,
                any Options which were exercisable by the Optionee on the date
                of termination of employment may be exercised any time before
                their expiration date or within three years after the date of
                termination, whichever is earlier, but only to the extent that
                the Options were exercisable when employment ceased absent a
                determination by the Committee to the contrary at the time any
                such Options were granted or prior to their expiration date, as
                provided hereunder. Notwithstanding the foregoing, in the event
                an Optionee fails to exercise an Incentive Stock Option within
                three months after the date of his or her retirement, such
                Option will be treated as a Non-Statutory Stock Option.


8.   PERFORMANCE BASED RESTRICTED STOCK

     (a)  All shares of Performance Based Restricted Stock granted hereunder
          (including any shares received in respect of the Performance Based
          Restricted Stock as a result of stock dividends, stock splits or any
          other forms of recapitalization) shall be subject to the following
          restrictions:

          (1)   No shares of Performance Based Restricted Stock or any interest
                therein shall be transferred or disposed of either voluntarily
                or involuntarily, directly or indirectly, by sale, gift, pledge
                or otherwise, unless such shares of Performance Based Restricted
                Stock shall have then been released from such restrictions on
                transfer, and any attempted transfer or disposition of shares of
                Performance Based Restricted Stock while they are restricted
                shall be null and void and of no effect.

          (2)   The restrictions imposed under Paragraph (a)(1) above upon
                shares of Performance Based Restricted Stock shall terminate
                within times determined by the Committee only upon the
                attainment of performance conditions such as earnings, share
                price or other targets set by the Committee at time of grant.

     (b)  If such performance conditions are not met by dates set by the
          Committee at time of Award, all of the Performance Based Restricted
          Stock subject to restrictions under said grant at such dates, together
          with accumulated dividends thereon, shall be forfeited and revert to
          the Company.

     (c)  Subject to the provisions of the Plan, the Committee shall have sole
          and complete authority to determine the Employees to whom Shares of
          Performance Based Restricted Stock shall be granted, the number of
          Shares of Performance Based Restricted Stock to be granted to each
          Employee, and the other terms and conditions of such Awards.


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     (d)  Shares of Performance Based Restricted Stock may not be sold,
          assigned, transferred, pledged or otherwise encumbered, except as
          herein provided, during the restricted period. Certificates issued in
          respect of shares of Performance Based Restricted Stock shall be
          registered in the name of the Employee and deposited by such Employee,
          together with a stock power endorsed in blank, with the Company. At
          the expiration of the restricted period, the Company shall deliver
          such certificates to the Employee or the Employee's legal
          representative.

     (e)  Unless otherwise determined by the Committee at or after grant, if an
          Employee's employment terminates for any reason, the Performance Based
          Restricted Stock which is unvested or subject to restriction shall
          thereupon be forfeited.

     (f)  Subject to adjustment as provided in Section 11(h), Awards of
          Performance Based Restricted Stock may not exceed an aggregate of
          150,000 shares under this Plan. Any shares reacquired by the Company
          pursuant to a forfeiture of Performance Based Restricted Stock may
          again be the subject of an Award of Performance Based Restricted Stock
          under the Plan.

9.    CHANGE IN CONTROL

     The Committee may provide that certain or all Options granted under Section
     7 of the Plan shall become exercisable in full and that any time limitation
     (but not performance condition) applicable to any Performance Based
     Restricted Stock shall lapse, in the event of a Change in Control of the
     Corporation (as hereinafter defined). Options granted under Section 10
     shall become exercisable in full for the aggregate number of Shares covered
     thereby in the event of a Change in Control of the Corporation.

     For purposes of this Plan, a "Change in Control of the Corporation" means
     any of the following events:

          (i)   The acquisition, other than from the Corporation, by any person
                (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act")) of beneficial ownership (within the meaning of Rule 13d-3
                promulgated under the Exchange Act) of 20% or more of either (i)
                the then outstanding shares of common stock of the Corporation
                (the "Outstanding Corporation Common Stock") or (ii) the
                combined voting power of the then outstanding voting securities
                of the Corporation entitled to vote generally in the election of
                directors (the "Corporation Voting Securities"), provided,
                however, that any acquisition by (i) the Corporation or any of
                its subsidiaries, or any employee benefit plan (or related
                trust) sponsored or maintained by the Corporation or any of its
                subsidiaries or (ii) any corporation with respect to which,
                following such acquisition, more than 60% of, respectively, the
                then outstanding shares of common stock of such corporation and
                the combined voting power of the then outstanding voting
                securities of such corporation entitled to vote generally in the
                election of directors is then beneficially owned, directly or
                indirectly, by all or substantially all of the individuals and
                entities who were the beneficial owners, respectively, of the
                Outstanding Corporation Common Stock and Corporation Voting
                Securities immediately prior to such acquisition in
                substantially the same proportion

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                as their ownership, immediately prior to such acquisition, of
                the Outstanding Corporation Common Stock and Corporation Voting
                Securities, as the case may be, shall not constitute a Change in
                Control of the Corporation; or

          (ii)  Individuals who, as of June 14, 1996, constitute the Board (the
                "Incumbent Board") cease for any reason to constitute at least a
                majority of the Board, provided that any individual becoming a
                director subsequent to June 14, 1996 whose election or
                nomination for election by the Corporation's shareholders, was
                approved by a vote of at least a majority of the directors then
                comprising the Incumbent Board shall be considered as though
                such individual were a member of the Incumbent Board, but
                excluding, for this purpose, any such individual whose initial
                assumption of office is in connection with an actual or
                threatened election contest relating to the election of the
                Directors of the Corporation (as such terms are used in Rule
                14a-11 of Regulation 14A promulgated under the Exchange Act); or

          (iii) Approval by the shareholders of the Corporation of a
                reorganization, merger or consolidation (a "Business
                Combination"), in each case, with respect to which all or
                substantially all of the individuals and entities who were the
                respective beneficial owners of the Outstanding Corporation
                Common Stock and Corporation Voting Securities immediately prior
                to such Business Combination do not, following such Business
                Combination, beneficially own, directly or indirectly, more than
                60% of, respectively, the then outstanding shares of common
                stock and the combined voting power of the then outstanding
                voting securities entitled to vote generally in the election of
                directors, as the case may be, of the corporation resulting from
                such Business Combination in substantially the same proportion
                as their ownership immediately prior to such Business
                Combination of the Outstanding Corporation Common Stock and
                Corporation Voting Securities, as the case may be; or

          (iv)  (A) a complete liquidation or dissolution of the Corporation or
                a (B) sale or other disposition of all or substantially all of
                the assets of the Corporation other than to a corporation with
                respect to which, following such sale or disposition, more than
                60% of, respectively, the then outstanding shares of common
                stock and the combined voting power of the then outstanding
                voting securities entitled to vote generally in the election of
                directors is then owned beneficially, directly or indirectly, by
                all or substantially all of the individuals and entities who
                were the beneficial owners, respectively, of the Outstanding
                Corporation Common Stock and Corporation Voting Securities
                immediately prior to such sale or disposition in substantially
                the same proportion as their ownership of the Outstanding
                Corporation Common Stock and Corporation Voting Securities, as
                the case may be, immediately prior to such sale or disposition.

10.  NON-EMPLOYEE DIRECTOR OPTIONS AND STOCK AWARDS

     Notwithstanding any of the other provisions of the Plan to the contrary,
     the provisions of this Section


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     10 shall only apply to a non-employee member of the Board. The other
     provisions of the Plan shall apply to grants of Options under this Section
     10 to the extent not inconsistent with the provisions of this Section.

     (a)  Each non-employee member of the Board shall receive Non-Statutory
          Stock Options in accordance with the provisions of this Section 10.

          (i)   Recipients of Options under this Section 10 shall enter into a
                stock option agreement with the Corporation, which agreement
                shall set forth, among other things, the exercise price of the
                Option, the term of the Option and provisions regarding
                exercisability of the Option granted thereunder. The Options
                shall be exercisable only by the recipient or the recipient's
                estate.

          (ii)  On the Effective Date and the date after each succeeding annual
                stockholders meeting of the Corporation each non-employee member
                of the Board shall be granted a Non-Statutory Stock Option to
                purchase 1,000 shares of Common Stock subject to adjustment as
                provided in Section 11(h). The Option Price per share of Common
                Stock purchasable under such Options shall be equal to the Fair
                Market Value of the Common Stock on the date of grant subject to
                adjustment as provided in Section 11(h). Such Option shall
                remain exercisable by the Optionee or the Optionee's estate
                until the earliest of 10 years and one day from the date of
                grant, or one year after the last day of any directorship with
                the Corporation. Such Options shall become exercisable on the
                day before the annual stockholders meeting following the date of
                grant, providing the recipient is then a director, by payment in
                full in cash or in Shares of Common Stock having a fair market
                value (based on the New York Stock Exchange closing price on the
                date of payment) equal to the Option Price or in a combination
                of cash and such Shares.

     (b)  Each non-employee member of the Board shall receive Shares in lieu of
          annual cash compensation as follows:

          On the Effective Date and the date after each succeeding annual
          stockholders meeting of the Corporation each non-employee member of
          the Board shall be granted a number of (unrestricted) Shares
          determined by dividing the amount of the annual cash retainer
          authorized for directors (currently $15,000) by the closing price
          listed on the New York Stock Exchange on such date without taking into
          account fractional shares.

          Non-employee members of the Board who become members of the Board
          between annual stockholders meetings shall be granted a number of
          (unrestricted) Shares determined by dividing the amount of annual cash
          retainer (as prorated for periods less than one year) by the closing
          price listed on the New York Stock Exchange on such date without
          taking into account fractional shares.


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          Additional annual cash compensation payable to a non-employee member
          of the Board elected by the Board to additional offices such as
          Chairman or Lead Director may be paid in cash on the date of his or
          her election or reelection (the "Payment Date") to such office, or any
          such member of the Board may elect (a "Share Election") to be granted
          a number of (unrestricted) Shares determined by dividing the amount of
          such additional annual cash compensation by the closing price listed
          on the New York Stock Exchange on such date without taking into
          account fractional shares. To receive Shares in lieu of additional
          annual compensation, a non-employee member of the Board must make a
          Share Election at least six months prior to the Payment Date. Any
          reversal of a Share Election (the "Share Election Reversal") will not
          be effective until a period of at least 6 months from the date of such
          Share Election Reversal.

11.  GENERAL PROVISIONS

     (a)  WITHHOLDING. The Employer's obligation to deliver Shares upon exercise
          of an Option shall be subject to the Optionee's satisfaction of all
          applicable federal, state, and local income and employment tax
          withholding obligations. The Employer shall have the right to deduct
          from all amounts paid to an Employee in cash (whether under this plan
          or otherwise) any taxes required by law to be withheld in respect of
          Awards under this Plan. The Committee may, at or after grant, permit a
          participant to satisfy such tax withholding requirements by delivery
          to the Company of shares of Common Stock owned by the participant,
          including Shares retained from the Award creating the tax obligation
          having a value equal to the amount required to be withheld. The value
          of Shares to be withheld or delivered shall be based on the Company's
          determination of the fair market value of a Share on the date the
          amount of tax to be withheld is to be determined.

     (b)  NONTRANSFERABILITY. No Award shall be assignable or transferable, and
          no right or interest of any participant shall be subject to any lien,
          obligation or liability of the participant, except by will, the laws
          of descent and distribution, or pursuant to a qualified domestic
          relations order as defined by Section 414 of the Code, and each Option
          shall be exercisable during the Optionee's lifetime only by the
          Optionee.

     (c)  NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
          granted an Award, and the grant of an Award shall not be construed as
          giving a participant the right to be retained in the employ of the
          Company. Further, the Company expressly reserves the right at any time
          to dismiss a participant without any liability under the Plan, except
          as provided herein or in any agreement entered into with respect to an
          Award.

     (d)  NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
          Award, no Optionee shall have any rights as a stockholder with respect
          to any shares of Common Stock to be distributed under the Plan until
          he or she has become the holder thereof. Notwithstanding the
          foregoing, in connection with each grant of Performance Based
          Restricted Stock hereunder, the applicable Award shall specify if and
          to what extent the Optionee shall not be entitled to the rights of a
          stockholder in respect of such Performance Based Restricted Stock.


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     (e)  CONSTRUCTION OF THE PLAN. The validity, construction, interpretation,
          administration and effect of the Plan and of its rules and
          regulations, and rights relating to the Plan, shall be determined
          solely in accordance with the laws of New Hampshire.

     (f)  EFFECTIVE DATE. Subject to the approval of the stockholders of the
          Company within one year thereof, the Plan shall be effective on June
          14, 1996. Although Options and Awards may be granted prior to such
          stockholder approval, no Option or Award may be exercised until such
          approval is obtained. No Options or Awards may be granted under the
          Plan after June 13, 2006

     (g)  AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board of
          Directors at any time may terminate, and at any time from time to
          time, and in any respect, may amend or modify, the Plan provided:

          (a)   that no such termination or amendment shall adversely affect or
                impair any then outstanding Option or Award without the consent
                of the holder of such Option or Award;

          (b)   no such amendment shall be made to Section 10 more frequently
                than once in any six-month period, unless an amendment is
                required in order to comport with the requirements of the Code
                or Rule 16(b)-3 of the Exchange Act; and

          (c)   that any such amendment which:

                (i)   increases the maximum number of Shares subject to this
                      Plan;

                (ii)  changes the class of persons eligible to participate in
                      this Plan; or

                (iii) materially increases the benefits accruing to executive
                      officers and directors of the Company under this Plan

                shall be subject to approval by the shareholders of the Company
                within one year from the effective date of such amendment and
                shall be null and void if such approval is not obtained.

     (h)  ADJUSTMENTS AND ASSUMPTIONS. In the event of a reorganization,
          recapitalization, stock split, stock dividend, combination of shares,
          merger, consolidation, distribution of assets, or any other change in
          the corporate structure or shares of the Company, the Committee shall
          make such appropriate adjustments in the number and kind of shares
          authorized by the Plan, in the number and kind of shares covered by
          the Awards granted, and in the purchase price of outstanding Options.
          In the event of any merger, consolidation or other reorganization in
          which the Company is not the surviving or continuing corporation, all
          Awards granted hereunder and outstanding on the date of such event
          shall be assumed by the surviving or continuing corporation with
          appropriate adjustment as to the number and kind of Shares and
          purchase price of the Shares.



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     (i)  PROVISION FOR FOREIGN PARTICIPANTS. The Committee may, without
          amending the Plan, modify Awards or Options granted to participants
          who are foreign nationals or employed outside the United States to
          recognize differences in laws, rules, regulations or customs of such
          foreign jurisdictions with respect to tax, securities, currency,
          employee benefit or other matters.

     (j)  IMPACT ON OTHER BENEFITS. The value of any Award (either on its grant
          date, vesting date or exercise date) shall not be includable as
          compensation or earnings for purposes of any other benefit plan of the
          Company.










As Amended 12/15/98