THIOKOL CORPORATION
                   KEY EXECUTIVE LONG-TERM INCENTIVE PLAN

                          AS AMENDED AND RESTATED
                          EFFECTIVE JUNE 16, 1997



<PAGE>


                             TABLE OF CONTENTS

SECTION                                                                 PAGE
-------                                                                 ----

 1 -     PURPOSE OF PLAN                                                  1
 2 -     DEFINITIONS                                                      2
 3 -     ELIGIBILITY FOR PARTICIPATION                                    9
 4 -     TARGET INCENTIVE AWARD                                           9
 5 -     SETTING THE BONUS OPPORTUNITIES AND
         PERFORMANCE GOALS                                               10
 6 -     CALCULATION OF THE VALUE OF THE ACTUAL INCENTIVE
         AWARD EARNED BY PARTICIPANTS                                    10
 7 -     SPECIAL PARTICIPANTS  AND GRANDFATHER PARTICIPANTS              14
 8 -     COMPENSATION NATURE OF THE TARGET INCENTIVE
         AWARD AND ACTUAL INCENTIVE AWARD                                14
 9 -     METHOD OF PAYMENT OF THE ACTUAL INCENTIVE AWARD                 15
10 -     COMMON STOCK AWARD UNDER THE PLAN                               15
11 -     TAX WITHHOLDING FROM THE CASH AWARD AND
         COMMON STOCK                                                    17
12 -     TERMINATION OF EMPLOYMENT, CROSS TRANSFER, PROMOTION
         AND DEMOTION                                                    18
13 -     DEFERRAL OF ACTUAL INCENTIVE AWARDS                             20
14 -     CHANGE IN CONTROL                                               20
15 -     ADMINISTRATION AND MODIFICATION OF THE PLAN                     24
16 -     AMENDMENT OR TERMINATION OF PLAN AND DURATION
         OF PLAN                                                         25
17 -     PLAN NOT A CONTRACT OF EMPLOYMENT                               26
18 -     NON-ASSIGNABILITY OF RIGHTS                                     26


<PAGE>







                            THIOKOL CORPORATION
                            -------------------
                   KEY EXECUTIVE LONG-TERM INCENTIVE PLAN
                   --------------------------------------

SECTION 1 - PURPOSE OF PLAN
---------------------------

The  Thiokol   Corporation  Key  Executive   Long-Term  Incentive  Plan  is
principally  designed  to provide  long-term  compensation  incentives  for
selected key executive  officers and employees of Thiokol  Corporation  and
its subsidiaries who have substantial  control and  responsibility  for the
overall  profitability,  rate of return and growth of the Corporation.  The
Plan was  adopted by the Board of  Directors  June 18, 1992 and was amended
and restated June 16, 1997.  The plan provides for bonus awards in the form
of cash  and/or  grants  of the  Corporation's  stock  with  the  following
objectives:

     (i)       Create  incentives for executive actions which enhance long-
               term shareholder value;

     (ii)      Promote  executive  decisions  compatible  with  longer-term
               strategic and performance goals;

     (iii)     Provide  executive  compensation  at  levels  sufficient  to
               attract and retain highly qualified senior executives; and

     (iv)      Encourage  ownership  by  executives  of  the  Corporation's
               Common Stock.

                                     1
<PAGE>

SECTION 2 - DEFINITIONS
-----------------------

2.0       As  used  herein,  the  terms  below  shall  have  the  following
          meanings.  Any of  these  terms,  unless  the  context  otherwise
          requires,  may be used in the singular or plural  depending  upon
          the reference.

2.1       "Accounts  Payable"  means the  accounts  payable net of reserves
          shown on the books of the Division.

2.2       "Accrued  Liabilities"  means  the  accrued  liabilities  net  of
          reserves shown on the books of the Division.

2.3       "Actual Incentive Award" means the actual bonus award earned (50%
          Cash  and 50% in  shares  of the  Company's  Common  Stock)  by a
          Participant as long-term incentive  compensation for each Plan in
          which  a  Participant   participants  calculated  in  the  manner
          described in Section 6 hereof.

2.4       "Actual Performance  Results" means the actual Earnings Per Share
          and Return on Total Capital  results  achieved by the Corporation
          during each year of the Performance  Period and the actual Growth
          in Net Pre-Tax Profit and Return on Total Investment  achieved by
          each Division during each year of the Performance Period.

2.5       "Base Annual  Salary"  means the  Participant's  base  annualized
          salary  for the  Participant's  Salary  Grade in  effect  on each
          respective  July 1, and  shall not  include  any  pending  salary
          increases or future salary increases during a Plan's  Performance
          Period.

2.6       "Board  of  Directors"  means  the  Board  of  Directors  of  the
          Corporation  as  constituted   from  time  to  time.  

                                     2
<PAGE>

2.7       "Bonus Opportunity" means the Threshold Bonus Opportunity, Target
          Bonus  Opportunity  and  Maximum  Bonus  Opportunity  set  by the
          Committee in relationship to the Performance  Goals for each year
          of the Performance Period.

2.8       "Committee"  means  the  Compensation  Committee  of the Board of
          Directors  charged with  administering the Plan. The Compensation
          Committee  shall be  comprised  of two (2) or more  disinterested
          directors of the  Corporation,  as required by Rule  16b-3(c)(1),
          under  Section  16  of  the  Securities  Exchange  Act  of  1934,
          appointed  from time to time by the Board of  Directors,  who are
          not,  and  were  not at any time  within  one (1)  year  prior to
          appointment,  eligible for selection as  Participants in the Plan
          or any other  program  or plan of the  Corporation  or any of its
          affiliates providing for the allocation or granting thereunder of
          stock, stock options or stock appreciation rights.

2.9       "Chairman"  means the  Chairman of the Board of  Directors of the
          Corporation.

2.10      "Common  Stock"  means the $1.00  par value  common  stock of the
          Corporation.

2.11      "Consolidated  Balance  Sheet"  means  the  balance  sheet of the
          Corporation and its subsidiaries prepared on a consolidated basis
          in accordance with generally accepted accounting practices.

2.12      "Consolidated Income Statement" means the income statement of the
          Corporation and its subsidiaries prepared on a consolidated basis
          in accordance with generally accepted accounting practices.

2.13      "Corporate After-Tax Net Income" means the consolidated after-tax
          net

                                     3

<PAGE>

          income set forth on the Corporation's  Consolidated Balance Sheet
          for each year of the Performance Period.

2.14      "Corporation"  or "Company"  means  Thiokol  Corporation  and its
          subsidiaries.

2.15      "Corporation  Performance  Goals" means the performance goals set
          by the  Committee for Group A  Participants  and are comprised of
          two components: (i) Earnings Per Share ("EPS") and (ii) Return on
          Total Capital  ("ROTC")  each  weighted  fifty percent (50%) with
          respect to each such goal's relative importance.

2.16      "Debt"  means  all  debt  including  short-term,  long-term,  and
          capitalized   lease   obligations   shown  on  the  Corporation's
          Consolidated  Balance  Sheet  for  each  year of the  Performance
          Period.

2.17      "Division"  means a  distinct  measurable,  profit  center of the
          Corporation or any subsidiary, division, or a branch, domestic or
          foreign,  of the  Corporation  designated  by the  Committee as a
          division  for  the  purposes  of the  Plan  and may  include  the
          consolidation of other business units.

2.18      "Division Net Pre-Tax Profit" means the net pre-tax profit of the
          Division  net of all  year-end  adjustments  as  reflected in the
          Consolidated Income Statement of the Corporation for each year of
          the Performance Period.

2.19      "Division  Performance  Goals" means the performance goals set by
          the Committee for Group B  Participants  and are comprised of two
          components:  (i) Growth in Net  Pre-Tax  Profit  ("GNP") and (ii)
          Return on Total  Investment  ("ROTI") each weighted fifty percent
          (50%) with respect to each such goal's relative importance.

                                     4
<PAGE>


2.20      "Earnings  Per Share"  means the  earnings per share shown on the
          Corporation's  Consolidated  Statement  of  Income  for each year
          during the Performance Period.

2.21      "Group A  Participant"  means  those  persons  designated  by the
          Committee as Group A Participants.

2.22      "Group B  Participant"  means  those  persons  designated  by the
          Committee as Group B Participants.

2.23      "Growth  in Net  Pre-Tax  Profit"  ("GNP")  means  the  growth in
          Division  Net  Pre-  Tax  Profit  measured  from  the  base  year
          beginning on June 30 of the fiscal year  preceding  the beginning
          of each Performance Period and ending June 30 of each Performance
          Period as set forth on Exhibit B for Group B Participants.

2.24      "Interest  Expense"  means  the  interest  expense  shown  on the
          Corporation's  Consolidated  Statement of Income for each year of
          the Performance Period.

2.25      "Market Value" means the average of the high and low price of the
          Common Stock as reported on the New York Stock Exchange composite
          tape on the day such Market Value is to be  determined,  or if no
          sales were reported  that day, then on the next  preceding day on
          which  there  were  reports  of  sales  of  Common  Stock on such
          Exchange.

2.26      "Maximum Bonus  Opportunity"  means the maximum Actual  Incentive
          Award that may be earned by a Participant  based upon achievement
          of the  maximum  EPS and  ROTC  performance  goals  set  forth on
          Exhibit A for Group A  Participants  and the maximum GNP and ROTI
          Performance Goals set forth on Exhibit B of Group B Participants.

                                     5
<PAGE>


2.27      "Participant"  means  persons,  selected  by  the  Committee  for
          participation  in this  Plan,  as  either a Group A  Participant,
          Group B Participant, or a Special Participant, and who has agreed
          to participate in this Plan as provided in Section 3, hereof.

2.28      "Performance  Goals" means the Corporation  Performance Goals and
          the  Division  Performance  Goals  set  by the  Committee  as the
          respective  performance goals to be achieved for each year of the
          Performance Period.

2.29      "Performance  Period" means the three-year period for each of the
          Plans established hereunder, unless sooner terminated pursuant to
          the provisions hereof.

2.30      "Plan" or "Plans" means respectively the Thiokol  Corporation Key
          Executive  Long-Term  Plan and any or all of the  three-year  Key
          Executive Long-Term Plans established by the Committee hereunder.
          The first Plan shall be for the period July 1, 1997  through June
          30, 2000.

2.31      "Return on Total Capital"  ("ROTC") means the ratio the numerator
          of which is the Corporate Net Income  multiplied by one minus the
          Tax Rate plus  Interest  Expense  multiplied by one minus the Tax
          Rate and the denominator of which is Stockholder  Equity plus all
          Debt. ROTC is expressed by the following formula:

ROTC =(Corporate Net Income)(1 - Tax Rate)+(Interest Expense)(1 - Tax Rate)
---------------------------------------------------------------------------
                         Stockholder Equity + Debt

2.32      "Return  on  Total  Investment"  ("ROTI")  means  the  ratio  the
          numerator  of which is the  Division  Net Pre-Tax  Profit and the
          denominator  of which is Total  Division  Assets  minus  Accounts
          Payable and Accrued  Liabilities,  net

                                     6

<PAGE>


          of adjustments  included in the Consolidated Balance Sheet of the
          Corporation  for each  year of the  Performance  Period.  ROTI is
          expressed by the following formula:

         ROTI =   
                           Division Net Pre-Tax Profit
                     ------------------------------------------------------
           Total Division Assets - (Accounts Payable + Accrued Liabilities)

2.33      "Salary  Grade"  means  the  salary  classification  to  which  a
          Participant is assigned by the Committee.

2.34      "Special  Participant"  means  an  individual  designated  by the
          Committee as a special participant to receive a bonus opportunity
          on such terms and conditions as the Committee determines pursuant
          to Section 7.

2.35      "Stockholders  Equity" means the Stockholders Equity shown on the
          Corporation's  Consolidated  Balance  Sheet  for each year of the
          Performance Period.

2.36      "Subsidiary" means a corporation,  both domestic and foreign,  at
          least eighty-five  percent (85%) of the outstanding  voting stock
          of which is owned, directly or indirectly,  by the Corporation or
          subsidiary of the Corporation.

2.37      "Target"  means the  percentage  determined by the  Participant's
          Salary  Grade,  as set forth in Table 1 in  Section 4 hereof,  on
          which the Target Incentive Award is calculated.

2.38      "Target Bonus  Opportunity" means the Actual Incentive Award that
          may be earned by a Participant based on achievement of target EPS
          and ROTC  performance  goals set  forth on  Exhibit A for Group A
          Participants  and the Target GNP and ROTI  performance  goals set
          forth on Exhibit B for Group

                                     7
<PAGE>


          B Participants.

2.39      "Target Incentive Award" means the value (denominated 50% in Cash
          and 50% in shares of the Company  Common  Stock) of the long-term
          incentive   compensation   bonus  opportunity   awarded  to  each
          Participant  at the  beginning of each  Performance  Period based
          upon the  Participant's  Base  Annual  Salary,  Salary  Grade and
          corresponding  Target at the beginning of the Performance Period.
          The number of shares of Company  Common Stock shall be determined
          by dividing 50% of the dollar value of the Target Incentive Award
          by the Market Value of the Company's  Common Stock on the date of
          the beginning of the Performance Period.

2.40      "Tax Rate" means the effective tax rate as set forth in the Notes
          to the Consolidated  Financial  Statements of the Corporation for
          each year of the Performance  Period and if not in such Notes, as
          declared by the Committee.

2.41      "Threshold Bonus  Opportunity" means the minimum Actual Incentive
          Award that may be earned by a Participant based on achievement of
          the minimum EPS and ROTC performance goals set forth on Exhibit A
          for Group A Participants and the minimum GNP and ROTI Performance
          Goals set forth on Exhibit B for Group B Participants.

2.42      "Total Division Assets" means the total assets of the Division or
          Subsidiary  included  in the  Consolidated  Balance  Sheet of the
          Corporation for each year of the Performance Period.

                                     8
<PAGE>

SECTION 3 - ELIGIBILITY FOR PARTICIPATION
-----------------------------------------

To be eligible for  participation  in the Plan, a person must be designated
either a Group A Participant, Group B Participant, or a Special Participant
by the Committee or the Chairman,  as the case may be, and agree in writing
to be a participant in the Plan bound by the terms and conditions hereof by
executing  a  participant   acknowledgment.   Special   Participants  shall
participate upon such terms and conditions as the Committee may designate.

SECTION 4 - TARGET INCENTIVE AWARD
----------------------------------

The Target  Incentive  Award for each  Participant  set at the beginning of
each  Performance  Period for each Plan shall be based on the Salary  Grade
and Target expressed as a percent set forth in Table 1:


===========================================================================

                                  TABLE 1
                           TARGET INCENTIVE AWARD

===========================================================================
          SALARY                                                   TARGET
          GRADE                                                   (PERCENT)

            7                                                        100%
---------------------------------------------------------------------------

            6                                                         95%
---------------------------------------------------------------------------

            5                                                         85%
---------------------------------------------------------------------------

            4                                                         75%
---------------------------------------------------------------------------

            3                                                         65%
===========================================================================


For each Plan, the dollar amount of the Target Incentive Award (denominated
as 50% in Cash and 50% in shares of Company  Common  Stock) shall equal the
amount  of  the   Participant's   Base  Annual  Salary  multiplied  by  the
corresponding  Target,  expressed  as a  percent  set  forth  opposite  the
Participant's  Salary Grade shown in Table 1. For each Plan,  the amount of
the Target  Incentive Award for Group A 

                                     9

<PAGE>

Participants  shall be set forth on Exhibit A and for Group B  Participants
set forth on Exhibit B. In its  discretion,  the Committee or the Chairman,
as the case may be, may adjust a Participants'  Target Incentive Award in a
range of plus or minus twenty percent (20%).  The Target Incentive Award is
calculated by the following formula:

           Target Incentive Award = Base Salary X Target1


SECTION 5 - SETTING THE BONUS OPPORTUNITIES AND PERFORMANCE
-----------------------------------------------------------
GOALS
-----

At the  beginning of the  Performance  Period for each Plan,  the Committee
shall set the Performance  Goals and the Bonus Opportunity for each year of
the  Performance  Period  consisting  of the Threshold  Bonus  Opportunity,
Target  Bonus  Opportunity  and  Maximum  Bonus  Opportunity  that  must be
achieved  by the Actual  Performance  Results  when  measured  against  the
Performance  Goals in order for an Actual Incentive Award to be earned by a
Participant.  The Performance  Goals and Bonus  Opportunities  shall be set
forth on  Exhibit  A for  Group A  Participants  and  Exhibit B for Group B
Participants. Actual Performance Results shall be recorded on Exhibit A and
Exhibit B for each year of the Performance Period.

SECTION 6 - CALCULATION OF THE VALUE OF THE ACTUAL INCENTIVE AWARD
------------------------------------------------------------------
EARNED BY PARTICIPANTS
----------------------

The Actual Incentive Award that may be earned by a Participant is expressed
as an percentage of the Target Incentive  Award. If the Actual  Performance
Results  achieved by either the  Corporation  for Group A Participants or a
Division for Group B Participants  meet the  Performance  Goals set for the
Bonus Opportunity an Actual Incentive Award may be earned.


--------------------------------
(1)Target expressed as a percent based on Participant's Salary Grade -Table 1


                                    10
<PAGE>

The  measurement of the Actual  Performance  Results  achieved  against the
Performance  Goals is expressed as a percent of the Target  Incentive Award
that may be earned as an Actual Incentive Award for each Bonus  Opportunity
set forth in Table 2.

===========================================================================

                                  TABLE 2
                             BONUS OPPORTUNITY
===========================================================================

Actual Performance Achieved             Percent of Target Incentive Award
measured against Performance            which may be earned as an Actual
                                        Incentive Award
===========================================================================
Below Threshold Bonus 
Opportunity                                             0%

---------------------------------------------------------------------------

Threshold Bonus Opportunity                            25%

---------------------------------------------------------------------------

Target Bonus Opportunity                              100%

---------------------------------------------------------------------------

Maximum Bonus Opportunity                             200%


---------------------------------------------------------------------------
For Actual  Performance  Results  between the  threshold  and maximum bonus
opportunity,  linear interpolation, as set forth in Exhibit C, will be used
to compute the Actual Incentive Award.

===========================================================================


The  value of the  Actual  Incentive  Award  earned  by Group A and Group B
Participants is determined by the following formula:

                                    11
<PAGE>

                            GROUP A PARTICIPANTS
                            --------------------

                         Earnings Per Share ("EPS")
                         --------------------------

Line A
                                   Percent of Target Incentive
Target Incentive Award  X 50% X    Award which may be earned  =       $ Award
                                   as an Actual Incentive Award
                                   from Table 2(2)


                                    Plus
                                    ----

                      Return on Total Capital ("ROTC")
                      --------------------------------

Line B

                                    Percent of Target Incentive
Target Incentive Award X 50% X      Award which may be earned  =       $ Award
                                    as an Actual Incentive Award
                                    from Table 2(3)


                                   EQUALS                        -------------
                                   ------
Total Value of the Actual Incentive Award Earned (Line A + Line B) =   $ Award


The value of the Actual  Incentive Award that is paid pursuant to Section 9
hereof shall consist of 50% cash and 50% in shares of the Company's  Common
Stock.  The number of shares of Company Common Stock shall be determined by
dividing  50% of the  dollar  value of the  Actual  Incentive  Award by the
Market Value of the Company's  Common Stock on the date of the beginning of
the Performance Period.

_____________________________________________


(2) Actual EPS performance results measured against the Threshold, Target and
Maximum Bonus opportunity.

(3) Actual ROTC perfromance results measured against the Threshold, Target and
Maximum Bonus opportunity.



                                    12
<PAGE>

GROUP B PARTICIPANTS
--------------------

                          Growth in Net Pre-Tax Profits ("GNP")
                          -------------------------------------
Line A

                                    Percent of Target Incentive
Target Incentive Award  X  50%  X   Award which may be earned      =   $ Award
                                    as an Actual Incentive Award
                                    from Table 2(4)

                                         Plus
                                         ----

                             Return on Total Investment ("ROTI")
                             -----------------------------------

Line B

                                    Percent of Target Incentive
Target Incentive Award X 50%   X    Award which may be earned      =   $ Award
                                    as an Actual Incentive Award
                                    from Table 2(5)



                                         EQUALS              _________________
                                         ------

Total Value of the Actual Incentive Award Earned (Line A + Line B) =   $ Award

The value of the actual  Incentive Award that is paid pursuant to Section 9
hereof shall consist of 50% cash and 50% in shares of the Company's  Common
Stock.  The number of shares of Company Common Stock shall be determined by
dividing  50% of the  dollar  value of the  Actual  Incentive  Award by the
Market Value of the Company's  Common Stock on the date of the beginning of
the Performance Period.

_______________________________________

(4) Actual GNP perfromance results measured against the Threshold, Target and
Maximum Bonus opportunity.

(5) Actual ROTI performance results measured against the Threshold, Target and
Maximum Bonux opportunity.

                                    13

<PAGE>


The maximum  Actual  Incentive  Award earned by a  Participant  in the Plan
shall not exceed  two-hundred  percent (200%) of the  Participants'  Target
Incentive  Award.  If the threshold  Bonus  Opportunity  is not achieved by
Actual Performance Results then no Actual Incentive Award shall be paid for
such component of the Performance Goal not achieved.

SECTION 7 - SPECIAL PARTICIPANTS AND GRANDFATHER PARTICIPANTS
-------------------------------------------------------------

The Committee may designate Special  Participants for Plan participation on
terms  and  conditions  as may be  determined  from  time  to  time  by the
Committee.  Such individuals  designated as Special  Participants  shall be
Participants  upon agreeing in writing to the terms and  conditions  set by
the Committee for such  participation.  The Actual Incentive Award shall be
calculated  based on the terms and conditions of  participation  set by the
Committee.

The Committee may designate  certain  participants as Special  Participants
under this Plan who shall  participate  on the terms and  conditions of the
Plan in effect on the date prior to the Plan's June 16, 1997  Amendment and
Restatement  ("Grandfather  Participants").  Such Grandfather  Participants
shall  participate  on the terms of the Plan  effective  June 18, 1992. The
terms and conditions for such  Grandfather  Participants  are  incorporated
herein by reference.

SECTION 8 - COMPENSATION NATURE OF THE TARGET INCENTIVE AWARD
-------------------------------------------------------------
AND ACTUAL INCENTIVE AWARD
--------------------------

The Target  Incentive  Award granted to a  Participant  at the beginning of
each Plan, as long-term incentive compensation, is contingent compensation.
It is only payable to the Participant at the end of the Performance  Period
for each Plan in the amount of the Actual Incentive Award if it is earned.

                                 14
<PAGE>

No Actual  Incentive  Award is payable  under  this Plan for a  Participant
terminated  for Cause.  For the  purpose of this Plan  forfeiture,  "Cause"
means  (i) a  material  breach by the  Participant  of his job  duties  and
obligations  (other than as the result of an incapacity  due to physical or
mental  illness)  which  is  demonstrably  willful  and  deliberate  on the
Participant's  part, which is committed in bad faith or without  reasonable
belief that such breach is the best interests of the  Corporation and which
is not remedied in a reasonable period of time after receipt of notice from
the  Corporation  or (ii) the  conviction  of the  Participant  of a felony
involving moral turpitude.

SECTION 9 - METHOD OF PAYMENT OF THE ACTUAL INCENTIVE AWARD
-----------------------------------------------------------

At the end of the Plan  Period,  the  Actual  Incentive  Award  earned by a
Participant shall be paid in two parts: (i) cash and (ii) shares of Company
Common Stock.

Cash Award:

The amount of the Cash Award shall be determined  before adjustment for tax
withholding by multiplying  the total value of the Actual  Incentive  Award
Earned by 50%.

Common Stock Award:

The number of shares of Company  Common  Stock  comprising  the stock award
shall be  determined  by dividing 50% of the value of the Actual  Incentive
Award earned by the Market Value of the Company's  Common Stock on the date
of the beginning of the Performance Period.

SECTION 10 - COMMON STOCK AWARD UNDER THE PLAN
----------------------------------------------

The Common Stock awarded to Participants  under the Plan shall be made from
the

                                    15
<PAGE>

Common Stock authorized under the Corporation's  1989 and 1996 Stock Awards
Plans  ("Stock  Awards  Plan") as amended  from time to time and the terms,
conditions  and  restrictions  thereunder.  The shares of the Common  Stock
shall be contingently awarded to Participants at the beginning of each Plan
Period.  Such  contingency  shall lapse when the Actual  Incentive Award is
earned at the end of each Performance  Period.  Participants shall bear the
risk of loss and  recognize any gain or loss of Market Value of the Company
Common Stock during the contingency  period.  Participants by participating
in this Plan  waive and shall have no claim  against  the  Company  and the
Company shall have no liability or obligation to Participants  with respect
to changing Market Value of the Company's  Common Stock  including  without
limitation  any loss in market  value caused by delay in delivery of Common
Stock or loss  sustained  by  nontransferability  or other  restriction  on
transferability  imposed by the Company  under this Plan,  the Stock Awards
Plan or federal or state securities laws. The Company reserves the right to
hold the Common  Stock  awarded  for the benefit of the  Participant  for a
period of six months and one day from the end of the Performance Period for
each Plan  before  delivery  of the  certificates  of the  Common  Stock to
Participants.  Participants  in  whose  name  such  Common  Stock  shall be
registered  during the  restriction  period  shall be entitled to vote such
shares,  to receive such cash and other  distributions  declared payable to
stockholders of record during the restriction  period. The Company reserves
the right to place such  restrictive  legends on the shares of Common Stock
issued to  Participants  as the Company deems necessary for compliance with
Federal and State Securities  laws. No Participant  shall sell or otherwise
transfer,  assign, pledge,  hypothecate,  encumber, sell short or otherwise
dispose of such shares of Common Stock during such restriction period.

Within  thirty  (30)  days  of the  lapse  of the  restriction  period  the
Corporation  will deliver the  certificate of Common Stock to  Participants
conditioned upon the Corporation's  receipt of a written undertaking by the
Participant   with  respect  to  compliance  with  the  federal  and  state
securities laws. Such Common Stock shall be subject to the requirements and
the  limitations  on  distribution  imposed  by  the  Requirements  of  the

                                    16
<PAGE>

Securities  Act of 1933,  Rule 16(b) of the  Securities and Exchange Act of
1934 and the exemption from registration requirements under Rule 144 of the
Securities  and Exchange  Commission.  The delivery of such Common Stock to
Participants  under the terms of this Plan shall not in any manner obligate
the Corporation to file any registration  statement with the Securities and
Exchange  Commission or require the  Corporation to supplement or amend any
registration  statement  which  the  Corporation  may have on file with the
Securities and Exchange  Commission.  The Committee may suspend delivery of
any certificates of Common Stock to Participants,  so long as the Committee
determines  that  securities   exchange   listings  or   registrations   or
qualifications under any Securities Law is required in connection therewith
and has not been completed on terms acceptable to the Committee.

The number of shares of Common Stock  contingently  granted  under the Plan
shall be adjusted to reflect any stock split,  stock  dividend or any other
changes in the Company's  Common Stock during the  Performance  Period.  No
dividend  will be paid on the Common Stock until the first record date that
such Common Stock is registered in the name of the Participant on the stock
book of the Company.

SECTION 11 - TAX WITHHOLDING FROM THE CASH AWARD AND COMMON STOCK
-----------------------------------------------------------------

From  the  cash  portion  of  the  Actual  Incentive  Award  payment,   the
Corporation shall withhold all applicable federal,  state, and local income
tax and other amounts  required by law  ("withholding  obligations")  to be
withheld based on the total value of the Actual  Incentive Award payable to
a Participant.  The net proceeds of the cash payment  portion of the Actual
Incentive  Award shall be payable within sixty (60) days  subsequent to the
end of the Performance Period of each Plan.

In the event that the cash  portion of the  Actual  Incentive  Award is not
sufficient to satisfy the  withholding  obligation,  shares of Common Stock
may be used to satisfy such

                                    17
<PAGE>

withholding  obligation  in a manner  prescribed by the  Committee.  At the
Participant's  election,  to the extent  permitted by the Federal and State
Income  Tax  laws,  such  withholding  obligation  may  be  satisfied  by a
Participant  making payment to the Company before the date such withholding
obligation  is due for  deposit by the Company  with  Federal and State tax
authorities  and  before the  Company  transfers  the  Common  Stock to the
Participant.

SECTION 12 - TERMINATION OF EMPLOYMENT, CROSS TRANSFER,
-------------------------------------------------------
PROMOTION AND DEMOTION
----------------------

12.1      In  the  event  a  Participant   terminates   employment   either
          voluntarily or  involuntarily  other than by retirement under the
          terms of the Corporation's retirement program, death or permanent
          disability  prior to the end of the  Performance  Period for each
          such  Plan  in  which  the  Participant  is  participating,   the
          Participant shall receive no Actual Incentive Award.

12.2      In the event the Participant  terminates employment due to death,
          permanent  disability  or retirement  either an early,  normal or
          late retirement under the terms of the  Corporation's  retirement
          program,  the Participant shall be eligible to receive a pro rata
          award for each Plan in which the Participant is  participating at
          the date of such  termination,  based on the  number of years and
          fractional years,  computed to the nearest one-twelfth of a year,
          completed  in each such Plan bears to the years  remaining  to be
          completed  in each such Plan.  Such pro rata amount of the Actual
          Incentive  Award for each such Plan shall be paid  following  the
          end of the Plan  Period in the  manner  described  in  Section 9,
          Section  10, and Section  11. For the  purposes  of this Plan,  a
          Participant shall be considered  permanently disabled on the date
          that such Participant qualifies for long-term disability payments
          under the Corporation's long-term disability program.

                                    18
<PAGE>

12.3      In the  event  a  Participant  is  cross-transferred  to  another
          Division or to another  position  within the  Corporation  at the
          same Salary Grade, the Participant will continue participating in
          each Plan in which  participating  on the effective  date of such
          cross-transfer   and  the  Participant  shall  become  an  active
          Participant  in the Plan for the Division or the location  within
          the  Corporation  to which the  Participant is transferred on the
          date of the next Plan. At the end of the  Performance  Period for
          each such Plan in which the Participant was  participating at the
          date of such  cross-transfer,  the  Participant  shall receive an
          Actual  Incentive  Award based on the Target  Bonus  Opportunity,
          Performance  Goals and Actual  Performance  Results for each such
          Plan.  For each  such Plan in which the  Participant  becomes  an
          active  Participant as the result of the  cross-transfer,  at the
          end of the Performance Period for each such Plan, the Participant
          shall receive an Actual Incentive Award based on the Target Bonus
          Opportunity, Performance Goals and Actual Performance Results for
          each such Plan.

12.4      In the event a Participant is promoted to a new Salary Grade, the
          Participant's  participation in each Plan in which  participating
          shall  continue on the effective  date of such  promotion and the
          Participant shall become an active  Participant at the new Salary
          Grade in the Plan for the  Division  or the  location  within the
          Corporation  to which the  Participant is promoted on the date of
          the next Plan. At the end of the Performance Period for each such
          Plan in which the  Participant was  participating  at the date of
          such promotion, the Participant shall receive an Actual Incentive
          Award based on the Target Bonus  Opportunity,  Performance  Goals
          and Actual Performance  Results for each such plan. For each such
          Plan in which the  Participant  becomes an active  participant as
          the result of the promotion, at the end of the Performance Period
          for each such  Plan,  the  Participant  shall  receive  an Actual
          Incentive   Award   based  on  the  Target   Bonus   Opportunity,
          Performance  Goals and Actual  Performance  Results for each such
          Plan.


                                    19
<PAGE>

12.5      In  the  event  of  a  demotion  to  a  lower  Salary  Grade  the
          Participant  will continue  participating in each such Plan as of
          the date of such demotion and shall become an active  Participant
          on the date of the next Plan in effect  at the new  Salary  Grade
          for the Division or location  within the  Corporation as a result
          of such  demotion.  The  Participant  shall  receive  the  Actual
          Incentive  Award for each of the  Plans in which the  Participant
          was participating  prior and subsequent to the demotion in Salary
          Grade  determined in the same manner as for promotions  described
          in the immediately preceding paragraph.

SECTION 13 - DEFERRAL OF ACTUAL INCENTIVE AWARDS
------------------------------------------------

At the Committee's  discretion and not as an obligation,  the Committee may
provide that a Participant  may  irrevocably  elect to defer the payment of
the Actual Incentive Award for the Plan for which the election to defer was
made.  Such  deferral  will be for such period of time as the Committee may
determine.

Such election  must be in writing and  delivered to the Committee  prior to
January 1 of the year for which  each such Plan  begins.  Deferred  amounts
will be subject to such terms and conditions and shall accrue such earnings
thereon as the Committee may determine.  Payment of deferred amounts may be
in cash,  common  stock or a  combination  thereof,  as the  Committee  may
determine.  Deferred  amounts  shall be considered an award under the Plan.
The Committee may establish a trust to hold deferred amounts or any portion
thereof  for the  benefit of  Participants.  All such  amounts  deferred by
Participants  shall be subject to the general  claims of  creditors of this
Corporation  and such amounts when paid  pursuant to the terms of this Plan
shall  be  from  the  general  assets  of  the  Corporation.   Neither  the
Participant nor the  Participant's  designated  beneficiary  shall have any
specified claim on any assets of this Corporation.

                                    20
<PAGE>

SECTION 14 - CHANGE IN CONTROL
------------------------------

In the event of a Change of Control of the Company as  hereinafter  defined
below in this Section 14, not withstanding any other provision of this Plan
to the contrary the greater of either of (i) the Target Incentive Award, or
(ii) the Actual Incentive Award earned for each Plan in which a Participant
participates,  shall become  irrevocably due and payable to Participants in
cash as of the date of such  Change of  Control.  Payment  shall be made to
Participants  not later than  thirty  days after the date of such change in
control  otherwise  made  pursuant  to the  terms  of a Change  of  Control
Agreement between the Company and the Participant.  In the event there is a
conflict  between this Plan and the terms and conditions of a Participant's
Change in Control  Agreement with the Corporation,  as the case may be, the
terms and conditions of the Change of Control Agreement shall govern to the
extent there is a conflict with the terms of the Plan.

For the purposes of this agreement, a "Change of Control" shall mean:

     (a) The  acquisition  by any  individual,  entity or group (within the
meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
15% or more of either (i) the then  outstanding  shares of Common  Stock of
the Company (the  "Outstanding  Company Common Stock") or (ii) the combined
voting  power of the then  outstanding  voting  securities  of the  Company
entitled to vote generally in the election of directors  (the  "Outstanding
Company  Voting  Securities"):   provided,   however,  that  the  following
acquisitions shall not constitute a Change of Control:  (i) any acquisition
directly  from the  Company  (excluding  an  acquisition  by  virtue of the
exercise of a conversion  privilege),  (ii) any acquisition by the Company,
(iii) any  acquisition  by any  employee  benefit  plan (or related  trust)
sponsored or maintained by the Company or any corporation controlled by the
Company  or  (iv)  any   acquisition   by  a  corporation   pursuant

                                    21
<PAGE>

to  a  reorganization,   merger  or   consolidation,   if,  following  such
reorganization,  merger  or  consolidation,  the  conditions  described  in
clauses  (i),  (ii) and  (iii) of  subsection  (c) of this  Section  14 are
satisfied; or

     (b) Individuals who, as of the date hereof,  constitute the Board (the
"Incumbent  Board))  cease for any reason to constitute at least a majority
of the Board;  provided,  however,  that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's  stockholders,  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
occurs as a result of either an actual or threatened  election  contest (as
such terms are used in Rule 14a-1 1 of Regulation 14A promulgated under the
Exchange  Act) or other  actual or  threatened  solicitation  of proxies or
consents by or on behalf of a person other than the Board; or

     (c) Approval by the  stockholders of the Company of a  reorganization,
merge,  consolidation in each case, unless,  following such reorganization,
merger  or  consolidation,  (i) more  than 60% of,  respectively,  the then
outstanding  shares of Common Stock of the corporation  resulting from such
reorganization,  merger or  consolidation  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  Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such  reorganization,  merger or consolidation  in  substantially  the same
proportions as their ownership,  immediately prior to such  reorganization,
merger  or  consolidation,  or the  Outstanding  Company  Common  Stock and
Outstanding  Company Voting Securities,  as the case may be, (ii) no person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation  resulting from such reorganization,

                                    22

<PAGE>
merger or consolidation  and any person  beneficially  owning,  immediately
prior  to  such  reorganization,   merger  or  consolidation,  directly  or
indirectly,  15% or  more  of  the  Outstanding  Company  Common  Stock  or
Outstanding  Company Voting  Securities,  as the case may be)  beneficially
owns,  directly  or  indirectly,  15% or more  of,  respectively,  the then
outstanding  shares of Common Stock of the corporation  resulting from such
reorganization, merger or consolidation or the combined voting power of the
then outstanding  voting securities of such  corporation,  entitled to vote
generally in the election of directors and (iii) at least a majority of the
members of the board of directors of the  corporation  resulting  from such
reorganization, merger or consolidation were members of the Incumbent Board
at the time of the  execution of the initial  agreement  providing for such
reorganization, merger or consolidation; or

     (d)  Approval  by the  stockholders  of the  Company of (i) a complete
liquidation  or  dissolution  of the  Company  or (ii)  the  sale or  other
disposition of all or substantially all of the assets of the Company, other
than to a corporation,  with respect to which  following such sale or other
disposition,  (A) 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  Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such sale or other  disposition  in  substantially  the same  proportion as
their ownership,  immediately prior to such sale or other  disposition,  of
the  Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
Securities,  as the case may be, (B) no person  (excluding  the Company and
any  employee   benefit  plan  (related  trust)  of  the  Company  or  such
corporation and any person beneficially  owning,  immediately prior to such
sale or  other  disposition,  directly  or  indirectly,  15% or more of the
Outstanding  Company Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly,  15% or more
of,  respectively,  the then  outstanding  shares of

                                    23
<PAGE>
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  and (C) at least a majority of the
members of the board of directors of such  corporation  were members of the
Incumbent  Board at the time of the  execution of the initial  agreement or
action of the Board providing for such sale or other  disposition of assets
of the Company.

SECTION 15 - ADMINISTRATION AND MODIFICATION OF THE PLAN
--------------------------------------------------------

15.1      The Plan shall be  administered  by the Committee.  The Committee
          shall have plenary  authority,  subject to the express provisions
          hereof,  to resolve  any  questions  arising  under the Plan;  to
          correct  any  defect or  supply  an  omission  or  reconcile  any
          inconsistency  in any of  the  Plans;  to  establish,  amend  and
          rescind  any rules and  regulations  relating to any of the Plans
          and to make all other  determinations  necessary or advisable for
          the  administration  and  continued  successful  operation of the
          Plan.  The  Committee  will have  discretion at any time, or from
          time to time, to  accelerate  the time at which and the extent to
          which any Actual Incentive Award under any Plan may be payable to
          Participants. Any decision of the Committee in the administration
          of the Plan, as described herein,  shall be final and conclusive,
          except as provided in Section 16 hereof.  The Committee shall act
          only by a majority of its members  then in office and its actions
          shall be recorded in the minutes of the Committee  meetings which
          shall be conclusive of all such actions taken. The Committee may,
          to the extent that any such action will not prevent the Plan from
          complying  with  Rule  16-b,   delegate  any  of  its  authority,
          hereunder to such persons as it deems appropriate.

          The  Committee  shall  have the  right but not an  obligation  to
          modify any Plans in which a Participant is  participating  and to
          adjust  Performance  Goals

                                    24

<PAGE>
          or  the  Target  Bonus   Opportunity  to  reflect   non-recurring
          financial  changes,  including  but not limited to  earnings  per
          share or changes in business structure or organization  including
          by  way  of  illustration  and  not as a  limitation  changes  in
          accounting methods or requirements; accounting adjustments not in
          the  usual  and  ordinary  course  of  business  resulting  in an
          non-recurring charges or additions in income, assets, liabilities
          or stockholders equity; tax rates; and Corporate  reorganizations
          including: recapitalization,  mergers, acquisitions, divestitures
          and spin-offs.

          Unless  otherwise  amended by  resolution of the  Committee,  the
          Chairman  shall have the power to act on behalf of the  Committee
          with respect to  individuals  Salary Grade 3 and below under this
          Plan to (i) select  Participants and designate such  Participants
          as Group A or Group B Participants, (ii) set the Salary Grade and
          Base Annual Salary for each such  Participant,  and (iii) set the
          Target Bonus Opportunities for such Participants.


SECTION 16 - AMENDMENT OR TERMINATION OF PLAN AND DURATION OF
-------------------------------------------------------------
PLAN
----


16.1      Subject  to  the  provisions  of  subsection   16.2  below,   the
          Compensation  Committee  shall  have the right at any time,  from
          time  to  time,   without  notice  to  Participants  to  suspend,
          discontinue or amend this Plan in any respect whatsoever,  except
          (i)  administration  of the  Plan  cannot  be  removed  from  the
          Compensation  Committee  and (ii) no person shall be eligible for
          membership who shall not qualify as a  disinterested  director of
          the Corporation as required by Rule 16b-3(C)(1)  under Section 16
          of the Securities Exchange Act of 1934.

16.2      Upon   termination   or   discontinuance   of  the   Plan,   each
          Participant's rights will

                                    25
<PAGE>
          be determined  as of the date of  termination  by pro-rating  all
          Performance  Periods  for  each  Plan in  which  the  Participant
          participates  on the date of  termination  for such  Plans,  such
          Participants  shall  receive  a  pro-rata  amount  of the  Actual
          Incentive  Award for the  Performance  Period  for each such Plan
          completed  as of the  date of the  termination.  Payment  of such
          amount shall be in the manner provided in the Plan.

16.3      The Plan shall continue in effect until the date of occurrence of
          the  earliest   event  (i)   termination   of  the  Plan  by  the
          Compensation  Committee or (ii) termination of the  Corporation's
          1996 Stock  Awards Plan as amended with respect to the payment of
          awards in Common Stock.


SECTION 17 - PLAN NOT A CONTRACT OF EMPLOYMENT
----------------------------------------------

Neither  this Plan,  nor  participation  in it,  shall be  construed in any
manner as a contract of employment either expressed or implied.  Nothing in
the  Plan  shall  interfere  with or  limit  in any way  the  right  of the
Corporation  to terminate any  Participant's  employment  at any time,  nor
confer  upon any  Participant  any right to  continue  in the employ of the
Corporation for any period of time or to continue a  Participant's  present
or any other rate of  compensation.  No  employee  shall have a right to be
selected as a  Participant,  or,  having been so  selected,  to be selected
again as a Participant.


SECTION 18 - NON-ASSIGNABILITY OF RIGHTS
----------------------------------------

No   Participant's   interest  in  any  Plan  in  which  such   Participant
participates may be sold, assigned, transferred,  hypothecated, pledged, or
otherwise  disposed of by a Participant prior to the actual receipt of such
payment except by Will, the laws of decent and  distribution or a qualified
domestic  relations  order as defined  by the  Employee  Retirement  Income
Security  Act  of  1974.   Participants   may  name,  from  time  to  time,
beneficiaries  (who  may be named  contingently  or  successively)  to whom

                                    26
<PAGE>
benefits under any Plan in which a Participant  participates are to be paid
in the event of their death before they receive any or all of such benefit.
Each   designation   will  revoke  all  prior   designations  by  the  same
Participant,  shall be in a form  prescribed by the Committee,  and will be
effective only when filed by the  Participant in writing with the Committee
during the Participant's  lifetime. In the absence of any such designation,
benefits  remaining unpaid at the Participant's  death shall be paid to the
Participant's estate.

Except as otherwise permitted by action taken by the Committee,  the rights
of any  Participant  under any Plan in which the  Participant  participates
will immediately  terminate if such  Participant:  (i) attempts to, or does
sell or assign, transfer,  hypothecate,  pledge or otherwise dispose of any
right  hereunder  prior to the right  receive  payment  except as permitted
above or (ii) becomes  insolvent or  bankrupt,  or becomes  involved in any
matter  which  in  the  opinion  of  the   Committee   might  result  in  a
Participant's  rights  under this Plan or Plans  being taken to satisfy the
Participant's debts or liabilities.

IN WITNESS  WHEREOF,  the Board of  Directors  has  caused  this Plan to be
signed by its duly appointed officers and its corporate seal to be hereunto
affixed as of this 16th day of June 1997.
     

     /s/ James R. Wilson
By:______________________________
  Chairman of the Board, President
    and Chief Executive Officer
                                                                 -Seal-

ATTESTED:
     /s/ Edwin M. North
By:______________________________
         Secretary

                                    27
<PAGE>

                                                                 EXHIBIT A
(Logo)

                              _______________
                                 Plan Year

              KEY EXECUTIVE LONG-TERM INCENTIVE PLAN EXHIBIT A
                  (Covering Fiscal years ____, ____,____)

                                                                           
CORPORATE - Performance Objectives for:

Name_____________________ Title________________________Unit__________________


TARGET INCENTIVE AWARD

Base Salary @ Beginning of performance Period:_________________
Target Award percentage ____________%     Target Incentive Award:_____________
Adjusted Target Incentive Award:______________________________

INCENTIVE OPPORTUNITY

At Threshold  (25% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
At Target    (100% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
At Maximum   (200% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
                                                             
                                                         _____________________
                                                          *TKC Stock @ $______

EPS GROWTH
Base Year:          GOAL BY YEAR (000's)          ACTUALS BY YEAR (000's)
FY_______

$___ (EPS)          1st  2nd  3rd  TOTAL          1st  2nd  3rd  TOTAL

Threshold           ___  ___  ___  ____           ___  ___  ___  _____
Target              ____ ____ ____ ____
Maximum             ____ ____ ____ ____

RETURN ON TOTAL CAPITAL (ROTC)

Base Year:          GOAL BY YEAR (000's)          ACTUALS BY YEAR (000's)
FY_______

________%ROTC       1st  2nd  3rd  TOTAL          1st  2nd  3rd  TOTAL

Threshold           ____ ____ ____ _____          ____ ____ ____ _____
Target              ____ ____ ____ ____
Maximum             ____ ____ ____ ____

                                  28
<PAGE>
                                                                  EXHIBIT B
(Logo)

                              _______________
                                 Plan Year

              KEY EXECUTIVE LONG-TERM INCENTIVE PLAN EXHIBIT A
                  (Covering Fiscal years ____, ____,____)


OPERATING UNIT - Performance Objectives for:

Name_____________________ Title________________________Unit__________________


TARGET INCENTIVE AWARD

Base Salary @ Beginning of performance Period:_________________
Target Award percentage ____________%     Target Incentive Award:_____________
Adjusted Target Incentive Award:______________________________

INCENTIVE OPPORTUNITY

At Threshold  (25% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
At Target    (100% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
At Maximum   (200% of Adjusted Target Incentive Award)_____(Cash) ____*(Stock)
                                                             
                                                         _____________________
                                                          *TKC Stock @ $______

PROFIT GROWTH
Base Year:          GOAL BY YEAR (000's)          ACTUALS BY YEAR (000's)
FY_______

$___ (EPS)          1st  2nd  3rd  TOTAL          1st  2nd  3rd  TOTAL

Threshold           ___  ___  ___  ____           ___  ___  ___  _____
Target              ____ ____ ____ ____
Maximum             ____ ____ ____ ____

RETURN ON TOTAL INVESTMENT (ROTI)

Base Year:          GOAL BY YEAR (000's)          ACTUALS BY YEAR (000's)
FY_______

________%ROTC       1st  2nd  3rd  TOTAL          1st  2nd  3rd  TOTAL

Threshold           ____ ____ ____ _____          ____ ____ ____ _____
Target              ____ ____ ____ ____
Maximum             ____ ____ ____ ____

                                    29
<PAGE>
                                                                  EXHIBIT C


                         LINEAR INTERPOLATION CHART

The  Committee  or its  designee  shall  prepare  for each Plan the  linear
interpolation  charts  for each  table set forth in the Plan.  Such  linear
interpolation  charts for each Plan shall be filed with the Plan and become
an integral part hereof.





                                    30