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                                                                    EXHIBIT 10.5

                               THE GRAND UNION COMPANY

                              1995 EQUITY INCENTIVE PLAN


1.  PURPOSE

    The purpose of this Equity Incentive Plan (the "Plan") is to advance the
interests of The Grand Union Company (the "Company") by enhancing its ability to
attract and retain employees and other persons or entities who are in a position
to make significant contributions to the success of the Company and its
subsidiaries through ownership of shares of the Company's common stock
("Stock").

    The Plan is intended to accomplish these goals by enabling the Company to
grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
or Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans
or Supplemental Grants, or combinations thereof, all as more fully described
below.


2.  ADMINISTRATION

    The Plan shall be administered by a committee (the "Committee") of the
Board of Directors (the "Board") of the Company designated by the Board for that
purpose.  Unless and until a Committee is appointed, the Plan shall be
administered by the entire Board, and references in the Plan to the "Committee"
shall be deemed references to the Board.  A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members.  Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members.

    The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a Participant (as defined
below) with any obligations to be performed by the Participant under an Award
and waive any term or condition of an Award; (f) amend or cancel an existing
Award in whole or in part (and if an Award is canceled, grant another award in
its place on such terms as the Committee shall specify), except that the
Committee may not, without the consent of the holder of an Award, take any
action under this clause with respect to such Award if such action would
adversely affect the rights of such holder; (g) prescribe the form or forms of
instruments that are required or deemed appropriate under the Plan, including
any written notices and elections required of Participants, and change such
forms from time to time; (h) adopt, amend and rescind rules and regulations for
the administration of the Plan; and (i) interpret the Plan and decide any
questions and settle all controversies and disputes that may arise in connection
with the Plan.  Such determinations and actions of the Committee, and all other
determinations and actions of the Committee made or taken under authority
granted by any provision of the Plan, will be conclusive and will bind all
parties.  Nothing in this paragraph shall be construed as limiting the power of
the Committee to make adjustments under Section 7.3 or Section 8.6.

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3.  EFFECTIVE DATE AND TERM OF PLAN

    The Plan will become effective on the date on which it is approved by the
stockholders of the Company.  Grants of Awards under the plan may be made prior
to that date (but after Board adoption of the Plan), subject to such approval of
the Plan.

    No Award may be granted under the Plan after October 26, 2005, but Awards
previously granted may extend beyond that date.


4.  SHARES SUBJECT TO THE PLAN

    Subject to the adjustment as provided in Section 8.6 below, the aggregate
number of shares of Stock that may be delivered under the Plan will be 950,000.
If any Award requiring exercise by the Participant for delivery of Stock
terminates without having been exercised in full, or if any Award payable in
Stock or cash is satisfied in cash rather than Stock, the number of shares of
Stock as to which such Award was not exercised or for which cash was substituted
will be available for future grants.

    Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury.  No
fractional shares of  Stock will be delivered under the Plan.

    Subject to Section 8.6(a), the maximum number of shares of Stock as to
which Options or Stock Appreciation Rights may be granted under the Plan to any
Participant is 500,000.  For purposes of this paragraph, except as otherwise
provided in regulations or other guidelines issued under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), any repricing of an
Option or Stock Appreciation Right shall be treated as an original grant.


5.  ELIGIBILITY AND PARTICIPATION

    Those eligible to receive Awards under the Plan ("Participants") will be
"employees" or "salaried employees" of the Company or any of its subsidiaries
("Employees") and other persons or entities (including without limitation
non-Employee directors of the Company or a subsidiary of the Company) who, in
the opinion of the Committee, are in a position to make a significant
contribution to the success of the Company or its subsidiaries.  A "subsidiary"
for purposes of the Plan will be a corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.


6.  TYPES OF AWARDS

    6.1.  OPTIONS.

    (a)    NATURE OF OPTIONS.  An Option is an Award entitling the recipient on
exercise thereof to purchase Stock at a specified exercise price.

    Both "incentive stock options," as defined in Section 422 of the Code (any
Option intended to qualify as an incentive stock option being hereinafter
referred to as an "ISO"), and Options that are not incentive stock options, may
be granted under the Plan.  ISOs shall be awarded only to Employees.

    (b)    EXERCISE PRICE.  The exercise price of an Option will be determined
by the Committee subject to the following:

         (1)  The exercise price of an ISO shall not be less than 100% (110% in
    the case of an ISO

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    granted to a ten-percent shareholder) of the fair market value of the 
    Stock subject to the Option, determined as of the time the Option is 
    granted.  A "ten-percent shareholder" is any person who at the time of 
    grant owns, directly or indirectly, or is deemed to own by reason of the 
    attribution rules of Section 424(d) of the Code, stock possessing more 
    than 10% of the total combined voting power of all classes of stock of 
    the Company or of any of its subsidiaries.

         (2)  In no case may the exercise price paid for Stock which is part of 
    an original issue of authorized Stock be less than the par value per share 
    of the Stock.

         (3)  The Committee may reduce the exercise price of an Option at any 
    time after the time of grant, but in the case of an Option originally 
    awarded as an ISO, only with the consent of the Participant.

    (c)    DURATION OF OPTIONS.  The latest date on which an Option may be
exercised will be the tenth anniversary (fifth anniversary, in the case of an
ISO granted to a ten-percent shareholder) of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.

    (d)   EXERCISE OF OPTIONS.  Options granted under any single Award will
become exercisable at such time or times, and on such conditions, as the
Committee may specify; PROVIDED, HOWEVER, that if the Committee does not so
specify, 25% of the shares subject to the Award may be purchased commencing one
year after the date of grant, and an additional 25% of such shares may be
purchased commencing on the second, third and fourth anniversaries of the grant.
The Committee may at any time and from time to time accelerate the time at which
all or any part of the Option may be exercised.

    Any exercise of an Option must be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (1) any documents
required by the Committee and (2) payment in full in accordance with paragraph
(e) below for the number of shares for which the Option is exercised.

    (e)  PAYMENT FOR STOCK.  Stock purchased on exercise of an Option must be
paid for as follows:  (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (2) if so permitted by the
instrument evidencing the Option (or in the case of an Option which is not an
ISO, by the Committee at or after grant of the Option), (i) through the delivery
of shares of Stock which have been outstanding for at least six months (unless
the Committee expressly approves a shorter period) and which have a fair market
value on the last business day preceding the date of exercise equal to the
exercise price, or (ii) by delivery of a promissory note of the Option holder to
the Company, payable on such terms as are specified by the Committee, or (iii)
by delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
(iv) by any combination of the permissible forms of payment; PROVIDED, that if
the Stock delivered upon exercise of the Option is an original issue of
authorized Stock, at least so much of the exercise price as represents the par
value of such Stock must be paid other than by the Option holder's promissory
note or personal check.

    (f)  DISCRETIONARY PAYMENTS.  If the market price of shares of Stock
subject to an Option (other than an Option which is in tandem with a Stock
Appreciation Right as described in Section 6.2 below) exceeds the exercise price
of the Option at the time of its exercise, the Committee may cancel the Option
and cause the Company to pay in cash or in shares of Common Stock (at a price
per share equal to the fair market value per share) to the person exercising the
Option an amount equal to the difference between the fair market value of the
Stock which would have been purchased pursuant to the exercise (determined on
the date the Option is canceled) and the aggregate exercise price which would
have been paid.  The Committee may exercise its discretion to take such action
only if it has received a written request from the person exercising the Option,
but such a request will not be binding on the Committee.

    6.2.  STOCK APPRECIATION RIGHTS.



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    (a)    NATURE OF STOCK APPRECIATION RIGHTS.  A Stock Appreciation Right is
an Award entitling the recipient on exercise of the Right to receive an amount,
in cash or Stock or a combination thereof (such form to be determined by the
Committee), determined in whole or in part by reference to appreciation in Stock
value.

    Except as provided below, a Stock Appreciation Right entitles the
Participant to receive, with respect to each share of Stock as to which the
Right is exercised, the excess of the share's fair market value on the date of
exercise over its fair market value on the date the Right was granted.  The
Committee may provide at the time of grant that the amount the recipient is
entitled to receive will be adjusted upward or downward under rules established
by the Committee to take into account the performance of the Stock in comparison
with the performance of other stocks or an index or indices of other stocks.
The Committee may also grant Stock Appreciation Rights providing that following
a change in control of the Company, as determined by the Committee, the holder
of such Right will be entitled to receive, with respect to each share of Stock
subject to the Right, an amount equal to the excess of a specified value (which
may include an average of values) for a share of Stock during a period preceding
such change in control over the fair market value of a share of Stock on the
date the Right was granted.

    (b)   GRANT OF STOCK APPRECIATION RIGHTS.  Stock Appreciation Rights may be
granted in tandem with, or independently of, Options granted under the Plan.  A
Stock Appreciation Right granted in tandem with an Option which is not an ISO
may be granted either at or after the time the Option is granted.  A Stock
Appreciation Right granted in tandem with an ISO may be granted only at the time
the Option is granted.

    (c)   RULES APPLICABLE TO TANDEM AWARDS.  When Stock Appreciation Rights
are granted in tandem with Options, the following will apply:

         (1)  The Stock Appreciation Right will be exercisable only at such 
    time or times, and to the extent, that the related Option is exercisable 
    and will be exercisable in accordance with the procedure required for 
    exercise of the related Option.

         (2)  The Stock Appreciation Right will terminate and no longer be 
    exercisable upon the termination or exercise of the related Option, 
    except that a Stock Appreciation Right granted with respect to less than 
    the full number of shares covered by an Option will not be reduced until 
    the number of shares as to which the related Option has been exercised 
    or has terminated exceeds the number of shares not covered by the Stock 
    Appreciation Right.

         (3)  The Option will terminate and no longer be exercisable upon the
    exercise of the related Stock Appreciation Right.

         (4)  The Stock Appreciation Right will be transferable only with the
    related Option.

         (5)  A Stock Appreciation Right granted in tandem with an ISO may be 
    exercised only when the market price of the Stock subject to the Option 
    exceeds the exercise price of such option.

    (d)  EXERCISE OF INDEPENDENT STOCK APPRECIATION RIGHTS.  A Stock
Appreciation Right not granted in tandem with an Option will become exercisable
at such time or times, and on such conditions, as the Committee may specify.
The Committee may at any time accelerate the time at which all or any part of
the Right may be exercised.

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

    6.3.  RESTRICTED AND UNRESTRICTED STOCK.

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    (a)  NATURE OF RESTRICTED STOCK AWARD.  A Restricted Stock Award entitles
the recipient to acquire, for a purchase price equal to par value, shares of
Stock subject to the restrictions described in paragraph (d) below ("Restricted
Stock").

    (b)  ACCEPTANCE OF AWARD.  A Participant who is granted a Restricted Stock
Award will have no rights with respect to such Award unless the Participant
accepts the Award by written instrument delivered or mailed to the Company
accompanied by payment in full of the specified purchase price, if any, of the
shares covered by the award.  Payment may be by certified or bank check or other
instrument acceptable to the Committee.

    (c)  RIGHTS AS A STOCKHOLDER.  A Participant who receives Restricted Stock
will have all the rights of a stockholder with respect to the Stock, including
voting and dividend rights, subject to the restrictions described in paragraph
(d) below and any other conditions imposed by the Committee at the time of
grant.  Unless the Committee otherwise determines, certificates evidencing
shares of Restricted Stock will remain in the possession of the Company until
such shares are free of all restrictions under the Plan.

    (d)  RESTRICTIONS.  Except as otherwise specifically provided by the Plan,
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of, and if the Participant ceases to be an Employee or
otherwise suffers a Status Change (as defined at Section 7.2(a) below) for any
reason, must be offered to the Company for purchase for the amount of cash paid
for the Stock, or forfeited to the Company if no cash was paid.  These
restrictions will lapse at such time or times, and on such conditions, as the
Committee may specify.  Upon lapse of all restrictions, Stock will cease to be
restricted for purposes of the Plan.  The Committee may at any time accelerate
the time at which the restrictions on all or any part of the shares will lapse.

    (e)  NOTICE OF ELECTION.  Any Participant making an election under Section
83(b) of the Code with respect to Restricted Stock must provide a copy thereof
to the Company within 10 days of the filing of such election with the Internal
Revenue Service.

    (f)  OTHER AWARDS SETTLED WITH RESTRICTED STOCK.  The Committee may, at the
time any award described in this Section 6 is granted, provide that any or all
the Stock delivered pursuant to the Award will be Restricted Stock.

    (g)  UNRESTRICTED STOCK.  The Committee may, in its sole discretion,
approve the sale to any Participant of shares of Stock free of restrictions
under the Plan for a price which is not less than the par value of the Stock.

    6.4.  DEFERRED STOCK.

    A Deferred Stock Award entitles the recipient to receive shares of Stock to
be delivered in the future.  Delivery of the Stock will take place at such time
or times, and on such conditions, as the Committee may specify.  The Committee
may at any time accelerate the time at which delivery of all or any part of the
Stock will take place.  At the time any award described in this Section 6 is
granted, the Committee may provide that, at the time Stock would otherwise be
delivered pursuant to the Award, the Participant will instead receive an
instrument evidencing the Participant's right to future delivery of Deferred
Stock.

    6.5.  PERFORMANCE AWARDS; PERFORMANCE GOALS.

    (a)  NATURE OF PERFORMANCE AWARDS.  A Performance Award entitles the
recipient to receive, without payment, an amount in cash or Stock or a
combination thereof (such form to be determined by the Committee) following the
attainment of Performance Goals.  "Performance Goals" are goals which may be
related to personal performance, corporate performance, departmental performance
or any other category of performance deemed by the Committee to be important to
the success of the Company.  The Committee will determine the Performance Goals,
the period or periods during which performance is to be measured and all

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other terms and conditions applicable to the award.

    (b)  OTHER AWARDS SUBJECT TO PERFORMANCE CONDITIONS.  The Committee may, at
the time any Award described in this Section 6 is granted, impose the condition
(in addition to any conditions specified or authorized in this Section 6 or any
other provision of the Plan) that Performance Goals be met prior to the
Participant's realization of any payment or benefit under the Award.

    6.6.  LOANS AND SUPPLEMENTAL GRANTS.

    (a)  LOANS.  The Company may make a loan to a Participant ("Loan"), either
on the date of or after the grant of any Award to the Participant.  A Loan may
be made either in connection with the purchase of Stock under the Award or with
the payment of any Federal, state and local income tax with respect to income
recognized as a result of the Award.  The Committee will have full authority to
decide whether to make a Loan and to determine the amount, terms and conditions
of the Loan, including the interest rate (which may be zero), whether the Loan
is to be secured or unsecured or with or without recourse against the borrower,
the terms on which the Loan is to be repaid and the conditions, if any, under
which it may be forgiven.  However, no Loan may have a term (including
extensions) exceeding ten years in duration.

    (b)  SUPPLEMENTAL GRANTS.  In connection with any award, the Committee may
at the time such Award is made or at a later date, provide for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any federal, state and local income tax on ordinary income for
which the Participant may be liable with respect to the Award, determined by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising from all
payments under this Section 6.  Any payments under this subsection (b) will be
made at the time the Participant incurs Federal income tax liability with
respect to the Award.


7.  EVENTS AFFECTING OUTSTANDING AWARDS

    7.1.  DEATH.

    If a Participant dies, the following will apply:

    (a)  All Options and Stock Appreciation Rights held by the Participant
immediately prior to death, to the extent then exercisable, may be exercised by
the Participant's executor or administrator or the person or persons to whom the
Option or Right is transferred by will or the applicable laws of descent and
distribution, at any time within the one year period ending with the first
anniversary of the Participant's death (or such shorter or longer period as the
Committee may determine), and shall thereupon terminate.  In no event, however,
shall an Option or Stock Appreciation Right remain exercisable beyond the latest
date on which it could have been exercised without regard to this Section 7.
Except as otherwise determined by the Committee, all Options and Stock
Appreciation Rights held by a Participant immediately prior to death that are
not then exercisable shall terminate at death.

    (b)  Except as otherwise determined by the Committee, all Restricted Stock
held by the Participant must be transferred to the Company (and, in the event
the certificates representing such Restricted Stock are held by the Company,
such Restricted Stock will be so transferred without any further action by the
Participant) in accordance with Section 6.3 above.

    (c)  Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to death will be forfeited and the Award canceled as of the time
of death, unless otherwise determined by the Committee.

    7.2.  TERMINATION OF SERVICE (OTHER THAN BY DEATH).

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    If a Participant who is an Employee ceases to be an Employee for any reason
other than death, or if there is a termination (other than by reason of death)
of the consulting, service or similar relationship in respect of which a
non-Employee Participant was granted an Award hereunder (such termination of the
employment or other relationship being herein referred to as a "Status Change"),
the following will apply:

         (a)    Except as otherwise determined by the Committee, all Options
and Stock Appreciation Rights held by the Participant that were not exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change. Any ISOs granted prior to July 1, 1996 that were immediately exercisable
prior to the Status Change will continue to be exercisable for a period of one
year from the date of the Status Change and shall thereupon terminate unless the
Status Change results from a discharge for cause which in the opinion of the
Committee casts such discredit on the Participant as to justify immediate
termination of the Option.  Any other Options or Rights that were exercisable
immediately prior to the Status Change will continue to be exercisable for a
period of one year from the date of the Status Change (or such other period as
the Committee may determine), and shall thereupon terminate, unless the Award
provides by its terms for immediate termination in the event of a Status Change
or unless the Status Change results from discharge for cause which in the
opinion of the Committee casts such discredit on the Participant as to justify
immediate termination of the Award.  In no event, however, shall an Option or
Stock Appreciation Right remain exercisable beyond the latest date on which it
could have been exercised without regard to this Section 7.  For purposes of
this paragraph, in the case of a Participant who is an Employee, a Status Change
shall not be deemed to have resulted by reason of (i) a sick leave or other bona
fide leave of absence of one year or less or approved for purposes of the Plan
by the Committee, or (ii) a transfer of employment between the Company and a
subsidiary or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming an
option in a transaction to which section 424(a) of the Code applies.

    (b)  Except as otherwise determined by the Committee, all Restricted Stock
held by the Participant at the time of the Status Change must be transferred to
the Company (and, in the event the certificates representing such Restricted
Stock are held by the Company, such Restricted Stock will be so transferred
without any further action by the Participant) in accordance with Section 6.3
above.

    (c)  Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to the Status Change will be forfeited and the Award canceled as
of the date of such Status Change unless otherwise determined by the Committee.

    7.3.  CERTAIN CORPORATE TRANSACTIONS.

    (a)  Subject to paragraph (c) below, as of the twentieth (20th) trading day
prior to the effective date of a Change of Control, (1) each outstanding Option
and each outstanding Stock Appreciation Right shall become exercisable in full,
(2) the restrictions shall be removed from each outstanding share of Restricted
Stock, (3) the Company shall make all payments and provide all benefits under
each outstanding Deferred Stock Award, Performance Award, and Supplemental Grant
which would have been made or provided with the passage of time had the
transaction not occurred and the Participant not suffered a Status Change (or
died), (4) subject to paragraph (c) of this section, the Company shall pay to
each holder of Options and Restricted Stock whose Options (other than ISOs
granted prior to July 1, 1996) and Restricted Stock have been terminated, an
amount equal to the Award Value with respect to such Options or Restricted
Stock, such payment to be made by cash or certified check within 30 days after
the Change in Control, and (5) the Committee may, in its sole discretion,
forgive all or any portion of the principal of or interest on a Loan.  For
purposes of this section, the Award Value shall be determined as the difference
between (i) the exercise price of the Option or the purchase price of the
Restricted Stock and (ii) the Market Price, times (iii) the number of shares
covered by the Option or the Restricted Stock award, as the case may be.  The
Market Price shall be determined as the average of the fair market value of the
Stock for the period of twenty (20) trading days ending on the effective date of
the covered transaction.

    (b)  "Change of Control" means any of the following: (1) any person, entity
or Group (persons or

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entities acting together) is or becomes the beneficial owner of more than 50% of
the Voting Stock of the Company; (2) a consolidation, merger, or sale of
substantially all of the assets of the Company, with the effect that any person,
entity or Group becomes the beneficial owner of more than 50% of the Voting
Stock of the Company or the Company is not the surviving entity; (3) during any
consecutive two-year period commencing July 1, 1996, individuals who constituted
the Board of Directors at the beginning of such period, together with any new
directors whose election by the Board or nomination for election by stockholders
was approved by 2/3 of the directors who were in office at the beginning of the
period or whose election or nomination was so approved, cease to constitute a
majority of the Board then in office; or (4) any order, judgment or decree of
dissolution or split-up of the Company, and such order remains undischarged or
unstayed for a period in excess of 60 days.  For purposes of this provision,
"more than 50% of the Voting Stock" means more than 50% of one or more classes
of stock pursuant to which the holders have the general power to vote for the
election of members of the Board of Directors, and the aggregate of such classes
for which the person, entity or Group holds more than 50% has the power to elect
more than 50% of the members of the Board of Directors.

    (c)  Notwithstanding the foregoing, the termination of Options and the
payment of Award Values described in paragraph (a) of this section shall not
apply  with respect to any transaction in which the holder of an Option or
Restricted Stock receives either: (i) replacement options or restricted stock,
as the case may be, allowing the holder to receive, on the same terms as in the
original Option or Restricted Stock, the greatest amount of securities, cash or
other property to which such holder would have been entitled as a holder of
Common Stock upon consummation of the transaction if such holder had exercised
the rights represented by the Option or restricted stock held by such holder
immediately prior to the transaction, or (ii) if pooling of interests is a
condition of the transaction, a replacement equity interest which enables the
transaction to qualify for pooling of interests.


8.  GENERAL PROVISIONS

    8.1.  DOCUMENTATION OF AWARDS.

    Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time.  Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

    8.2.  RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS.

    Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock.  However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
investment of such amounts on behalf of the Participant.

    8.3.  CONDITIONS ON DELIVERY OF STOCK.

    The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove restriction from shares previously delivered under the
Plan (a) until all conditions of the Award have been satisfied or removed, (b)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, (c) if the outstanding Stock is at
the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice of
issuance, and (d) until all other legal matters in connection with the

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issuance and delivery of such shares have been approved by the Company's
counsel.  If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition to exercise of the
Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.

    If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the company is satisfied as to the authority of such representative.

    8.4.  TAX WITHHOLDING.

    The Company will withhold from any cash payment made pursuant to an Award
an amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").

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

    If at the time an ISO is exercised, the Committee determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (a) to inform the
Company promptly of any disposition (within the meaning of section 424(c) of the
Code) of Stock receiving upon exercise, and (b) to give such security as the
Committee deems adequate to meet the potential liability of the Company for the
withholding requirements and to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to preserve the adequacy of
such security.

    8.5.  NONTRANSFERABILITY OF AWARDS.

    Unless otherwise provided in the Participant's agreement, no Award (other
than an Award in the form of an outright transfer of cash or Unrestricted Stock)
may be transferred other than by will or by the laws of descent and
distribution, and during a Participant's lifetime an Award requiring exercise
may be exercised only by him or her (or in the event of the Participant's
incapacity, the person or persons legally appointed to act on the Participant's
behalf).

    8.6.  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

    (a)  In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution to common stockholders other than normal cash dividends,
after the effective date of the Plan, the Committee will make any appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4 above.

    (b)  In any event referred to in paragraph (a), the Committee will also
make any appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change.  The Committee may also make such adjustments to take into account
material changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.

<PAGE>

    8.7.  EMPLOYMENT RIGHTS, ETC.

    Neither the adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued retention by the Company or any subsidiary as
an Employee or otherwise, or affect in any way the right of the Company or any
subsidiary to terminate an employment, service or similar relationship at any
time.  Except as specifically provided by the Committee in any particular case,
the loss of existing or potential profit in Awards granted under the Plan will
not constitute an element of damages in the event of termination of an
employment, service or similar relationship event if the termination is in
violation of an obligation of the Company to the Participant.

    8.8.  DEFERRAL OF PAYMENTS.

    The Committee may agree at any time, upon request of the Participant, to
defer the date on which any payment under an Award will be made.

    8.9.  PAST SERVICES AS CONSIDERATION.

    Where a Participant purchases Stock under an Award for a price equal to the
par value of the Stock the Committee may determine that such price has been
satisfied by past services rendered by the Participant.


9.  EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

    Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock be issued to
Employees.

    The Committee may at any time or times amend the Plan or any outstanding
Award for any purpose which may at the time be permitted by law, or may at any
time terminate the Plan as to any further grants of Awards, provided that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under Section 422 of the Code
or for the award of performance-based compensation under Section 162(m) of the
Code and to continue to qualify under Rule 16b-3 promulgated under Section 16 of
the 1934 Act.