Exhibit 10(iii)(A)(20)

                       BANKERS TRUST NEW YORK CORPORATION
                       CHANGE IN CONTROL SEVERANCE PLAN I

            The Board of Directors of Bankers Trust New York Corporation (the
"Corporation") has determined that it is in the best interests of the
Corporation and its stockholders to secure the continued services, dedication
and objectivity of the senior management employees of the Corporation and its
Subsidiaries (as defined below) in the event of any threat or occurrence of a
Change in Control (as defined in Section 1(e)) of the Corporation, without
concern as to whether such employees might be hindered or distracted by personal
uncertainties and risks created by any such actual or threatened Change in
Control. To encourage the full attention and dedication to the Corporation and
its Subsidiaries by such employees, the Board of Directors and the Human
Resources Committee of the Corporation has authorized the Corporation to adopt
the Bankers Trust New York Corporation Change in Control Severance Plan I (the
"Plan").

            1. Definitions. As used in this Plan, the following terms shall have
the respective meanings set forth below:

            (a) "Base Salary" means a Participant's highest annual rate of
      salary or wages (excluding all bonus, overtime and incentive compensation)
      during the twelve-month period immediately preceding such Participant's
      Date of Termination.

            (b) "Board" means the Board of Directors of the Corporation.

            (c) "Bonus Amount" means the greater of (i) the annual incentive
      bonus (cash and the fair market value of stock awarded as part of the
      annual incentive bonus) earned by the Participant and awarded by the
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      Corporation and/or its Subsidiaries with respect to the performance year
      immediately preceding the Change in Control or (ii) the average annual
      incentive bonus (cash and the fair market value of stock awarded as part
      of the annual incentive bonus) earned by the Participant and awarded by
      the Corporation and/or its Subsidiaries with respect to the three (3)
      performance years immediately preceding the Change in Control (provided,
      that if a Participant has less than three (3) full years of employment
      with the Corporation or its Subsidiaries prior to the year in which the
      Change in Control occurs, this clause (ii) shall equal the product of
      (A)(1) the aggregate annual incentive bonuses (cash and the fair market
      value of stock awarded as part of the annual incentive bonus) earned by
      the Participant and awarded by the Corporation and/or its Subsidiaries
      with respect to such period of employment, divided by (2) the number of
      full months of the Participant's employment during such period, multiplied
      by (B) twelve (12)).

            (d) "Cause" means (1) a material breach by a Participant of the
      duties and responsibilities of the Participant (other than as a result of
      incapacity due to physical or mental illness) which is demonstrably
      willful and deliberate on the Participant's part and which is not remedied
      in a reasonable period of time after receipt of written notice from the
      Corporation specifying such breach, (2) willful misconduct by a
      Participant which is materially and demonstrably injurious to the business
      or reputation of the Corporation or its Subsidiaries, or (3) a
      Participant's conviction of, or plea of guilty or nolo contendere to, a
      felony. The Corporation must notify the Participant that it believes
      "Cause" has occurred within ninety (90) days of its knowledge of the event
      or condition


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      constituting Cause or such event shall not constitute Cause hereunder.

            (e) "Change in Control" means the occurrence of one of the following
      events:

            (i) the acquisition, other than from the Corporation, 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"), as in effect on the Effective Date) of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act as in effect
      on the Effective Date) of 20% or more of the combined voting power of the
      then outstanding voting securities of the Corporation entitled to vote
      generally in the election of directors (the "Corporation Voting
      Securities"); provided, however, that any acquisition (A) by the
      Corporation or its Subsidiaries, (B) by any employee benefit plan (or
      related trust) sponsored or maintained by the Corporation or any of its
      Subsidiaries, (C) by any underwriter temporarily holding securities
      pursuant to an offering of such securities, or (D) pursuant to a
      Non-Qualifying Transaction under Subsection (iii), shall not constitute a
      Change in Control; or

            (ii) individuals who, as of April 15, 1997, constitute the Board
      (the "Incumbent Directors") cease for any reason to constitute at least a
      majority of the Board provided that any individual becoming a director
      subsequent to the Effective Date whose election, or nomination for
      election by the Corporation's stockholders, was approved by a vote of at
      least a majority of the Incumbent Directors then on the Board (either by a
      specific 


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      vote or by approval of the proxy statement of the Corporation in which
      such person is named as a director, without written objection to such
      nomination) shall be an Incumbent Director; provided, however, that no
      individual initially elected or nominated as a director of the Corporation
      as a result of an actual or threatened election contest with respect to
      directors or as a result of any other actual or threatened solicitation of
      proxies or consents by or on behalf of any person other than the Board
      shall be an Incumbent Director; or

            (iii) the consummation of a reorganization, merger, consolidation,
      statutory share exchange or similar form of corporate transaction
      involving the Corporation or any of its subsidiaries that requires the
      approval of the Corporation's stockholders for such transaction or the
      issuance of securities in such a transaction (a "Business Combination"),
      unless immediately following such Business Combination: (A) more than 60%
      of the total voting power of (x) the corporation resulting from such
      Business Combination (the "Surviving Corporation"), or (y) if applicable,
      the ultimate parent corporation that directly or indirectly has beneficial
      ownership of 100% of the voting securities eligible to elect directors of
      the Surviving Corporation (the "Parent Corporation"), is represented by
      Corporation Voting Securities that were outstanding immediately prior to
      such Business Combination (or, if applicable, is represented by shares
      into which such Corporation Voting Securities were converted pursuant to
      such Business Combination), (B) no person (other than any employee benefit
      plan (or


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      related trust) sponsored or maintained by the Surviving Corporation or the
      Parent Corporation) is or becomes the beneficial owner, directly or
      indirectly, of 20% or more of the total voting power of the outstanding
      voting securities eligible to elect directors of the Parent Corporation
      (or, if there is no Parent Corporation, the Surviving Corporation) and (C)
      at least a majority of the members of the board of directors of the Parent
      Corporation (or, if there is no Parent Corporation, the Surviving
      Corporation) following the consummation of the Business Combination were
      Incumbent Directors at the time of the Board's approval of the execution
      of the initial agreement providing for such Business Combination (any
      Business Combination which satisfies all of the criteria specified in (A),
      (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction");
      or

            (iv) the sale or other disposition of all or substantially all of
      the assets of the Corporation or a liquidation of the Corporation.

            Anything herein to the contrary notwithstanding, with respect to any
      Participant, a Change in Control shall not be deemed to have occurred if
      such Change in Control results from or arises out of a purchase or other
      acquisition of the Corporation, directly or indirectly, by a corporation
      or other entity in which such Participant has or obtains a direct or
      indirect equity interest immediately prior to, or in connection with, such
      Change in Control; provided, however that the limitation contained in this
      sentence shall not apply in respect of any direct or indirect equity
      interest in a corporation or other entity (a) which equity interest is
      less than 1% of such entity's equity 


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      interests, or (b) which is received by such Participant without the
      Participant's concurrence or consent, as a result of or in connection with
      a purchase or other acquisition of the Corporation by such corporation or
      other entity.

            Notwithstanding the foregoing, a Change in Control shall not be
      deemed to occur solely because any person acquires beneficial ownership of
      20% or more of the Corporation Voting Securities as a result of the
      acquisition of the Corporation Voting Securities by the Corporation which,
      by reducing the number of shares of Corporation Voting Securities
      outstanding, increases the percentage of shares beneficially owned by such
      person; provided, that if a Change in Control would occur as a result of
      such an acquisition by the Corporation (if not for the operation of this
      sentence), and after the Corporation's acquisition such person becomes the
      beneficial owner of additional shares of Corporation Voting Securities
      that increases the percentage of Corporation Voting Securities
      beneficially owned by such person, then a Change in Control shall occur.

            (f) "Committee" means the Human Resources Committee of the Board.

            (g) "Corporation" means Bankers Trust New York Corporation, a New
      York corporation, and any successor thereto.

            (h) "Date of Termination" means the date on which a Participant's
      employment with the Participant's Employer
      terminates.

            (i) "Effective Date" means the date set forth in Section 14(b) of
      this Plan as the effective date of this Plan.

            (j) "Employee" means any regular, full-time salaried employee of an
      Employer.


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            (k) "Employer" means the Corporation or any Subsidiary which is
      covered by this Plan pursuant to Section 7 and remains a Subsidiary.

            (l) "Executive Officer" means any Participant who is (i) an
      "executive officer" of the Corporation as defined in Rule 3b-7 under the
      Exchange Act (or any successor provision thereto), or (ii) so designated
      for purposes of this Plan by the Corporation's Chief Executive Officer or
      the Board.

            (m) "Good Reason" means, without a Participant's express written
      consent, the occurrence of any of the following events during the
      Termination Period:

            (1) in the case of any Executive Officer (but not any other
      Participant), the assignment to such Executive Officer of any duties or
      responsibilities (including reporting responsibilities) inconsistent in
      any material and adverse respect with such Executive Officer's duties and
      responsibilities with the Executive Officer's Employer immediately prior
      to such Change in Control (including any material and adverse diminution
      of such duties or responsibilities); provided, however, that Good Reason
      shall not be deemed to occur upon a change in duties or responsibilities
      that is solely and directly a result of the Corporation no longer being a
      publicly traded entity, and does not involve any other event set forth in
      this paragraph (1);

            (2) a reduction by the Employer in the Participant's rate of annual
      base salary as in effect immediately prior to such Change in Control or as
      the same may be increased from time to time thereafter;


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            (3) any requirement by the Employer that the Participant (i) be
      based anywhere more than fifty (50) miles from the location where the
      Participant's employment is located at the time of the Change in Control
      or (ii) travel on Employer business to an extent substantially greater
      than the travel obligations of the Participant immediately prior to such
      Change in Control;

            (4) the failure of the Employer or the Corporation to (i) continue
      in effect any employee benefit plan or compensation plan in which the
      Participant is participating immediately prior to such Change in Control
      (including the taking of any action which would adversely affect the
      Participant's participation in or materially reduce the Participant's
      benefits under any such plan), unless the Participant is permitted to
      participate in other plans providing the Participant with substantially
      comparable benefits, (ii) provide the Participant and the Participant's
      dependents with welfare benefits in accordance with the plans, practices,
      programs and policies in which the Participant participated immediately
      prior to such Change in Control or provide substantially comparable
      benefits at a substantially comparable cost to the Participant, (iii)
      provide fringe benefits in accordance with the plans, practices, programs
      and policies in which the Participant participated immediately prior to
      such Change in Control, or provide substantially comparable fringe
      benefits, or (iv) provide the Participant with paid vacation in accordance
      with the plans, policies, programs and practices applicable to such
      Participant immediately prior to such Change in Control (including


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      crediting the Participant with all service credited for such purpose prior
      to the Change in Control), unless the failure to provide such paid
      vacation is a result of a policy uniformly applied by the entity acquiring
      the Corporation to its employees; or

            (5) the failure of the Corporation to obtain the assumption
      agreement from any successor as contemplated in Section 9(b).

            Notwithstanding the foregoing, an isolated and inadvertent action
      taken in good faith and which is remedied by the Employer (or the
      Corporation) within thirty (30) days after receipt of notice thereof given
      by the Participant shall not constitute Good Reason. A Participant's right
      to terminate employment for Good Reason shall not be affected by the
      Participant's incapacity due to mental or physical illness and a
      Participant's continued employment shall not constitute consent to or a
      waiver of rights with respect to any event or condition constituting Good
      Reason. A Participant must, however, provide notice of termination within
      ninety (90) days of such Participant's knowledge of an event or condition
      constituting Good Reason or such event shall not constitute Good Reason
      hereunder.

            (n) "Nonqualifying Termination" means a termination of a
      Participant's employment (1) by the Employer for Cause, (2) by the
      Participant for any reason other than Good Reason, (3) as a result of the
      Participant's death, (4) by the Employer eighty-five (85) or more calendar
      days after such Participant's last day of active employment, at a time
      where such Participant is on a personal leave of absence, (5) by the
      Employer after the Participant's combination of short-term disability and
      long-term disability benefits


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      exceed twelve (12) or more months, (6) as a result of the Participant's
      mandatory retirement after age sixty-five (65), (7) pursuant to Section 10
      hereof or (8) prior to or following the Termination Period.

            (o) "Participant" means, subject to Section 2, any Senior Management
      Employee.

            (p) "Plan" means the Bankers Trust New York Corporation Change in
      Control Severance Plan I.

            (q) "Senior Management Employee" means any Employee who is (i) a
      member of the Management Committee (or any successor organization) of the
      Corporation (a "Management Committee Member"), (ii) a member of the
      Business Council (or any successor organization) of the Corporation and
      who is not a Management Committee Member (a "Business Council Member"), or
      (iii) a Senior Managing Director (or its equivalent) or any other Employee
      who is a participant in the Corporation's Partnership Equity Plan (or any
      successor Plan), other than Participants described in (i) or (ii) above (a
      "Senior Managing Director").

            (r) "Separation Benefit" means the benefit payable in accordance
      with Section 3(a)(2) of this Plan.

            (s) "Subsidiary" means any corporation which at the time qualifies
      as a subsidiary under the definition of "subsidiary corporation" in
      Section 424(f) of the Internal Revenue Code of 1986, as amended (the
      "Code").

            (t) "Termination Period" means the period of time beginning with a
      Change in Control and ending two (2) years following such Change in
      Control.


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            2. Participation. (a) Each Employee who is a Senior Management
Employee shall automatically be entitled to be a Participant in the Plan (except
with respect to any limitations on participation provided under Section 1(m)(1)
with respect to the definition of Good Reason and under Section 4 with respect
to certain payments thereunder) as of the later of the Effective Date or the
date on which such Employee becomes a Senior Management Employee; provided,
however, that any Employee hired subsequent to a Change in Control shall not be
treated as a Participant in this Plan with respect to such Change in Control
unless such participation is specifically approved by the Committee.

            (b) A Participant shall cease to be a Participant in the Plan when
he ceases to be a Senior Management Employee, unless such Participant is then
entitled to payment of a Separation Benefit as provided in the Plan or such
change in status constitutes Good Reason under the Plan. A Participant entitled
to payment of a Separation Benefit shall remain a Participant in the Plan until
the full amount of the Separation Benefit, and any other obligation under this
Plan (including payments under Section 4, if any), has been paid to the
Participant. If a Participant ceases to be a Senior Management Employee prior to
a Change in Control, such Participant shall have no further rights under this
Plan.

            3. Payments Upon Termination of Employment.

            (a) If during the Termination Period the employment of a Participant
shall terminate, other than by reason of a Nonqualifying Termination, then the
Corporation shall provide to such Participant the following benefits:

            (1) Within thirty (30) days following the Participant's Date of
      Termination, the Corporation shall pay to such Participant a lump-sum cash
      amount equal to the sum of (A) the Participant's Base Salary (without
      regard to any reduction 


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      constituting Good Reason) through the Date of Termination and any bonus
      awards that have been awarded, but are not yet payable, and (B) any
      accrued vacation pay, in each case to the extent not theretofore paid.

            (2) Within thirty (30) days following the Participant's Date of
      Termination, the Corporation shall pay to such Participant a lump-sum
      Separation Benefit, based upon the Participant's position (without regard
      to any change in position following a Change in Control which would
      constitute Good Reason hereunder) as of the Participant's Date of
      Termination, equal to:

                  (A) for Senior Managing Directors, one and one-half (1.5)
            times the sum of such Participant's Base Salary and Bonus Amount;
            and

                  (B) for Business Council Members, two (2) times the sum of
            such Participant's Base Salary and Bonus Amount; and

                  (C) for Management Committee Members, three (3) times the sum
            of such Participant's Base Salary and Bonus Amount.

Notwithstanding the foregoing, no Participant may receive a Separation Benefit
in excess of $7.5 million.

            (3) For a period commencing on the Date of Termination and
      continuing for the number of years (or fractions thereof) equal to the
      multiple used to determine the Separation Benefit, the Corporation shall
      continue to keep in full force and effect (or otherwise provide) all
      policies of medical, dental, accident, disability (other than, in the
      absence of a terminal illness, long-term disability) and life insurance
      with respect to the Participant and his dependents with the same level of
      coverage, upon the same terms and otherwise to


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      the same extent as such policies shall have been in effect immediately
      prior to the Date of Termination (or, if more favorable to the
      Participant, immediately prior to the Change in Control), and the
      Corporation and the Participant shall share the costs of the continuation
      of such insurance coverage in the same proportion as such costs were
      shared immediately prior to the Date of Termination. If the Participant
      cannot continue to participate in the policies of the Corporation (or the
      Participant's Employer) providing such benefits, the Corporation shall
      otherwise provide such benefits outside of the policies. Notwithstanding
      the foregoing, if such Participant becomes reemployed with another
      employer and is eligible to receive any of the welfare benefits described
      in this Section 3(a)(3) from such employer, the Participant shall cease
      receiving such benefit under this Plan. To the extent permitted by
      applicable law, such Participant shall be entitled to be offered
      continuation health coverage under Section 4980B of the Code, following
      completion of the period set forth in this paragraph (3).

            (b) If during the Termination Period the employment of a Participant
shall terminate by reason of a Nonqualifying Termination, then the Corporation
shall pay to the Participant within thirty (30) days following the Date of
Termination, a cash amount equal to the sum of (1) the Participant's Base Salary
(without regard to any reductions constituting Good Reason) through the Date of
Termination and any bonus awards that have been awarded, but are not yet
payable, and (2) any accrued vacation pay, in each case to the extent not
theretofore paid.


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            (c) The Separation Benefit and the other benefits described in this
Section 3 and in Section 4 shall be payable in addition to, and not in lieu of,
all other accrued, vested or deferred compensation, rights, options or other
benefits which may be owed to a Participant following termination or upon a
Change in Control, including but not limited to accrued vacation or sick pay,
amounts or benefits payable under any bonus or other compensation plan, stock
option plan, stock ownership plan, stock purchase plan, life insurance plan,
health plan, disability plan or similar or successor plan; provided, however,
that any Separation Benefits a Participant is entitled to hereunder shall be
reduced by the present value of the amount of any payments in the nature of
separation allowance, severance pay, or "notice" pay which the Corporation or
any Employer is required to pay such Participant pursuant to any applicable law,
severance program or employment or severance agreement. For this purpose,
unemployment compensation benefits shall not reduce Separation Benefits
hereunder.

            4. Additional Payments and Limitations on Payments.

            (a) Anything in this Plan (other than this Section 4) to the
contrary notwithstanding, in the event it shall be determined that any payment,
distribution or acceleration of vesting of any award or benefit by the
Corporation or its affiliated companies (a "Payment") to or for the benefit of a
Management Committee Member, a Business Council Member, or any other individual
designated by the Corporation's Chief Executive Officer or the Board (each, an
"Eligible Participant"), whether paid or payable, distributed or distributable
or accelerated or subject to acceleration pursuant to the terms of this Plan or
otherwise, but determined without regard to any additional payments required
under this Section 4(a), would be subject to the excise tax imposed by Section
4999 of the Code, or 


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any interest or penalties are incurred by the Eligible Participant with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Corporation shall pay the Eligible Participant an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Eligible
Participant of all taxes (including any interest or penalties imposed with
respect to such taxes) imposed upon the Gross-Up Payment, the Eligible
Participant retains an amount of the Gross-Up Payment equal to the sum of (x)
the Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed because of the inclusion of the Gross-Up Payment in the Eligible
Participant's adjusted gross income and the highest applicable marginal rate of
federal income taxation for the calendar year in which the Gross-Up Payment is
to be made. For purposes of determining the amount of the Gross-Up Payment, the
Eligible Participant shall be deemed to (A) pay federal income taxes at the
highest marginal rate of federal income taxation for the calendar year in which
the Gross-Up Payment is to be made, (B) pay applicable state and local income
taxes at the Participant's own highest marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes and (C) have otherwise allowable deductions for federal
income tax purposes at least equal to those which could be disallowed because of
the inclusion of the Gross-Up Payment in the Eligible Participant's adjusted
gross income. The receipt of a Gross-Up Payment under this Section 4 shall in no
event be conditioned upon the Eligible Participant's termination of employment
or receipt of Separation Benefits under this Plan. Notwithstanding the foregoing
provisions of this Section 4(a), if it shall be determined that the Eligible


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Participant is entitled to a Gross-Up Payment, but that the Payments would not
be subject to the Excise Tax if the Separation Benefits were reduced by an
amount that is less than 10% of the portion of the Payments that would be
treated as "parachute payments" under Section 280G of the Code, then the amounts
payable to the Eligible Participant under this Plan shall be reduced (but not
below zero) to the maximum amount that could be paid to such Eligible
Participant without giving rise to the Excise Tax (the "Safe Harbor Cap"), and
no Gross-Up Payment shall be made. The reduction of the amounts payable
hereunder, if applicable, shall be made by reducing first the payments under
Section 3(a)(2), unless an alternative method of reduction is elected by the
Eligible Participant. For purposes of reducing the Payments to the Safe Harbor
Cap, only amounts payable to the Eligible Participant under this Plan (and no
other Payments) shall be reduced. If the reduction of the amounts payable
hereunder would not result in a reduction of the Payments to the Safe Harbor
Cap, no amounts payable under this Plan to such Eligible Participant shall be
reduced pursuant to this provision.

            (b) The Gross-Up Payment under this Section 4 with respect to any
Payment shall be made no later than sixty (60) days following such Payment. If
the Corporation determines that no Excise Tax is payable by the Eligible
Participant, it shall furnish the Participant, upon written request, with a
written statement to such effect, and to the effect that failure to report the
Excise Tax, if any, on the Participant's applicable federal income tax return
will not result in the imposition of a negligence or similar penalty. As a
result of the uncertainty in the application of Section 4999 of the Code, it is
possible that Gross-Up Payments which will not have been made by the Corporation
should have been made ("Underpayment") or Gross-Up Payments are made by the
Corporation which should not have been made 


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("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that the Eligible Participant thereafter is required to make
payment of any Excise Tax or additional Excise Tax, the Corporation shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
the Eligible Participant. In the event the amount of the Gross-Up Payment
exceeds the amount necessary to reimburse the Eligible Participant for his
Excise Tax, the Corporation shall determine the amount of the Overpayment that
has been made and any such Overpayment shall be promptly paid by the Eligible
Participant to or for the benefit of the Corporation.

            (c) Anything in this Plan to the contrary notwithstanding, in the
event it shall be determined that any Payment to or for the benefit of a
Participant who is not an Eligible Participant under this Section 4, whether
paid or payable, distributed or distributable or accelerated or subject to
acceleration pursuant to the terms of this Plan or otherwise would be subject to
the Excise Tax, then the Separation Benefit shall be reduced to the extent
necessary so that no portion of the Payments is subject to the Excise Tax, but
only if (1) the net amount of the Payments, as so reduced, (and after deduction
of the net amount of federal, state and local income tax on such reduced
Payments) is greater than (2) (A) the net amount of the Payments, without
reduction (but after deduction of any taxes (other than the Excise Tax) on such
Payments), less (B) the amount of Excise Tax to which the Participant would be
subject in respect of the Payments. Prior to the payment date set forth in
Section 3(a)(2), the Corporation shall provide such Participant, upon request,
with its calculation of the amounts referred to in this paragraph and such
supporting materials as are reasonably necessary for the


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Participant to evaluate the Corporation's calculations. If the Participant
objects to the Corporation's calculations, the Corporation shall pay to the
Participant such portion of the Separation Benefit (up to 100% thereof) as the
Participant determines is necessary to result in the Participant receiving the
maximum amount of Payments (net of all taxes) he could receive under this
paragraph (c).

            (d) Subject to the provisions of Section 4(a), all determinations
required to be made under this Section 4, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by the
Corporation. A Participant shall cooperate, to the extent such Participant's
expenses are reimbursed by the Corporation, with any reasonable requests by the
Corporation in connection with any contests or disputes with the Internal
Revenue Service in connection with the Excise Tax.

            5. Withholding Taxes. The Corporation may withhold from all payments
due to a Participant (or his beneficiary or estate) hereunder all taxes which,
by applicable federal, state, local or other law, the Corporation or any
Employer is required to withhold therefrom.

            6. Reimbursement of Expenses and Settlement of Disputes. If any
contest or dispute shall arise under this Plan involving termination of a
Participant's employment with an Employer or involving the failure or refusal of
the Corporation to perform fully in accordance with the terms hereof, the
Corporation shall reimburse the Participant, on a current basis, for all
reasonable legal fees and expenses, if any, reasonably incurred by the
Participant in connection with such contest or dispute (regardless of the result
thereof), provided, that, if it is determined by a court or by arbitration that
the Participant had not entered into the contest or dispute in good faith, the
Participant shall be


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obligated to return to the Corporation such reimbursed fees and expenses. All
disputes hereunder shall be settled exclusively by arbitration in New York, New
York in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitration award in any court having
jurisdiction. The Corporation shall bear all costs and expenses in connection
with the retention of the arbitration panel for any proceeding.

            7. Participating Employers. Except for the Subsidiaries included
within Schedule A hereto, each Subsidiary shall, automatically and without any
action on the part of such Subsidiary, be deemed an Employer and the provisions
of this Plan shall be fully applicable to the Employees of such Subsidiary.

            8. Termination or Amendment of Plan.

            (a) Subject to paragraph (b) below, this plan shall be in effect as
of the Effective Date and shall terminate upon the fifth anniversary of the
Effective Date unless terminated at an earlier date by the Corporation.

            (b) The Corporation shall have the right prior to a Change in
Control, in its sole discretion pursuant to action by the Board, to approve the
termination or amendment of this Plan; provided, however, that no such action
which would adversely affect the rights or potential rights of Participants
shall be taken by the Board from the time the Board is informed at a regular or
special meeting as to the identity of a person that may desire to enter into a
Change in Control until, in the opinion of the Board, such person or the
Corporation has abandoned or terminated any potential Change in Control; and
provided, further, that notwithstanding anything in paragraph (a) of this
Section 8 to the contrary, in no event shall this Plan be terminated or amended
following a Change in Control (including any prior designations made by the
Corporation's Chief Executive


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<PAGE>

Officer or the Board under Sections 1(l) or 4) in any manner which would
adversely affect the rights or potential rights of Participants under this Plan
with respect to such Change in Control.

            9. Successors.

            (a) This Plan shall not be terminated by any merger, consolidation,
share exchange or similar event involving the Corporation whereby the
Corporation is or is not the surviving or resulting entity. In the event of any
merger, consolidation, share exchange or similar event, the provisions of this
Plan shall be binding upon the surviving or resulting corporation or the person
or entity to which such assets are transferred.

            (b) The Corporation agrees that concurrently with any merger,
consolidation, share exchange or sale, lease or transfer of all or substantially
all of its assets it will cause any successor or transferee unconditionally to
assume all of the obligations of the Corporation hereunder. Failure of the
Corporation to obtain such assumption prior to the effectiveness of any such
merger, consolidation, share exchange or transfer of assets shall constitute
Good Reason hereunder. For purposes of implementing the foregoing, the date on
which any such merger, consolidation, share exchange or transfer becomes
effective shall be deemed the date Good Reason occurs, and the Participant may
terminate employment for Good Reason on or following such date.

            (c) This Plan shall inure to the benefit of and be enforceable by
each Participant's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If a Participant shall
die while any amounts are payable to the Participant hereunder (including any
payments which may be owed under Section 4), all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms


                                      -20-
<PAGE>

of this Plan to such person or persons appointed in writing by the Participant
to receive such amounts or, if no person is so appointed, to the Participant's
estate.

            10. Sales of Divisions or Units. Notwithstanding anything contained
herein to the contrary, in the event of a sale of a division or unit of the
Corporation following a Change in Control, any Participant affected by such sale
shall not be eligible to receive the benefits under this Plan solely as a result
of the sale, if such Participant is offered a reasonably comparable position
with reasonably comparable compensation with the acquiring company in the same
general geographic area as such Participant's then current position, and the
acquiring company agrees to provide a similar plan to this Plan ("Comparable
Employment"). The acquiring company's plan shall provide that if such
Participant's Comparable Employment with the acquiring company is terminated
(other than pursuant to a reason which would constitute a Nonqualifying
Termination hereunder) within two (2) years from the Change in Control under
this Plan, the acquiring company shall provide benefits equivalent to those
hereunder. The terms of the Participant's Comparable Employment shall be the
basis for determining Good Reason under such acquiring company's plan.

            11. No Mitigation; Offset. The obligation of the Corporation to make
any payments provided for by this Plan to a Participant and otherwise to perform
its obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Corporation or any
Employer may have against the Participant or others; provided, however, that the
Corporation shall be entitled to offset against its obligations hereunder any
severance payment made or benefit provided by the Corporation or by a
Participant's Employer. In no event shall a Participant be obligated to seek
other employment or take other action by way of mitigation of the


                                      -21-
<PAGE>

amounts payable to the Participant under any of the provisions of this Plan and
such amounts shall not be reduced whether or not the Participant obtains other
employment, except as provided in Section 3(a)(3) of this Plan.

            12. Governing Law; Validity. The interpretation, construction and
performance of this Plan, unless pre-empted by the Employee Retirement Income
Act of 1974, as amended, ("ERISA"), shall be governed by and construed and
enforced in accordance with the laws of the State of New York without regard to
the principle of conflicts of laws. The invalidity or unenforceability of any
provision of this Plan shall not affect the validity or enforceability of any
other provision of this Plan, which other provisions shall remain in full force
and effect.

            13. Administration. The Plan shall be administered by the Committee.
Consistent with the requirements of ERISA and the regulations thereunder of the
Department of Labor, the Committee shall provide adequate written notice to any
Participant whose claim for Separation Benefits has been denied, setting forth
specific reasons for such denial, written in a manner calculated to be
understood by such Participant, and affording such Participant a full and fair
review of the decision denying the claim.

            14. Miscellaneous.

            (a) Neither the Corporation nor any Employer shall be required to
fund or otherwise segregate assets to be used for the payment of any benefits
under the Plan. The Corporation shall make such payments only out of its general
corporate funds, and therefore its obligation to make such payments shall be
subject to any claims of its other creditors having priority as to its assets.

            (b) The "Effective Date" of the Plan is August 8, 1997.


                                      -22-
<PAGE>

            (c) This Plan does not constitute a contract of employment or impose
on the Corporation or the Participant's Employer any obligation to retain the
Participant as an Employee, to change the status of the Participant's
employment, or to change the policies of the Corporation or its Subsidiaries
regarding termination of employment.

            (d) The Corporation's obligations hereunder shall be subject to all
applicable laws, and Separation Benefits may be adjusted to comply with any such
laws.


                                      -23-
<PAGE>

                                   Schedule A

            This Plan shall not apply to any entity that:

            (i) becomes a Subsidiary as a result of a foreclosure or similar
action;

            (ii) becomes a Subsidiary as a result of the conversion of loans,
securities or other obligations into voting securities in connection with a
reorganization or recapitalization of such entity;

            (iii) becomes a Subsidiary as a result of a private equity
investment; or

            (iv) is otherwise excluded from participation in the Plan by the
Committee at the time it becomes a Subsidiary.