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                                                            EXHIBIT 10(iii)(A)-6
 
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                       OF
                               WITCO CORPORATION
               AS AMENDED AND RESTATED EFFECTIVE DECEMBER 5, 1995
 
                                    PREAMBLE
 
     Witco Corporation hereby establishes this Supplemental Executive Retirement
Plan of Witco Corporation (the 'Plan') effective January 1, 1994, as amended and
restated  effective December 5,  1995, in order to  provide benefits to selected
executives as provided herein.  The Plan is intended  to replace the  individual
agreements  established  between selected  key  employees and  Witco Corporation
which were designed to provide 'Additional Benefits' as such term is defined  in
such agreements.
 
     The  Plan is intended to  be an unfunded plan  maintained primarily for the
purpose of providing deferred compensation for  a select group of management  or
highly  compensated employees  as described  in Section  201(2) of  the Employee
Retirement Income Security Act of 1974, as amended.
 
                                   ARTICLE I
                                  DEFINITIONS
 
     1.1. 'Actuarial Equivalent' means an amount or benefit of equivalent  value
when calculated using the GAM 1988 Mortality Table and an interest rate equal to
the  average of the market rate for  10-year Treasury notes on the last business
day of the fourth, fifth, and sixth  months preceding the date on which  benefit
payments under the Plan commence.
 
     1.2.  'Affiliate'  means  (a)  any  corporation that  is  a  member  of the
'controlled group of corporations' that includes Witco, determined in accordance
with Code  Section  1563(a)  without  regard to  Code  Sections  1563(a)(4)  and
(e)(3)(C),  and  (b) any  organization  that is  part of  a  group of  trades or
businesses under common control  pursuant to Code  Section 414(b) that  includes
Witco.
 
     1.3.  'Beneficiary' means the beneficiary  or beneficiaries last designated
by the Participant in writing. In the absence of an effective designation or  if
the  final surviving designated beneficiary has predeceased the Participant, the
Beneficiary shall be the Participant's estate.  In the event the Participant  is
survived  by a  Beneficiary who  dies after payments  to him  have commenced but
before receiving all amounts due him under the Plan, any remaining amounts shall
be paid to  an alternate beneficiary  designated by the  Participant or, in  the
absence  of  an  alternate surviving  Beneficiary,  to  the estate  of  the last
surviving Beneficiary.
 
     1.4. 'Benefit Commencement  Date' means the  first day of  the month as  of
which benefits under the Plan first become payable to a Participant.
 
     1.5.  'Board of Directors'  means the board  of directors of  Witco and any
committee authorized by  such board to  act on  its behalf with  respect to  the
Plan.
 
     1.6. 'Cause' means (a) intentional and continued failure by the Participant
to  perform his duties for his Employer  (other than such failure resulting from
mental or physical  incapacity) or (b)  intentional misconduct including,  among
other things, theft, embezzlement, dishonesty, criminal conduct or disloyalty.
 
     1.7. 'Change in Control' shall be deemed to have occurred if:
 
          (a)  any  'person',  as such  term  is  used in  Sections  3(a)(9) and
     13(d)(3) of the Securities Exchange Act of 1934 (the 'Exchange Act'), other
     than an Affiliate  or any employee  benefit plan sponsored  by Witco or  an
     Affiliate  becomes a 'beneficial owner', as such term is used in Rule 13d-3
     promulgated under the Exchange  Act, of 20% or  more of the 'Voting  Stock'
     (which  means the  capital stock  of any class  or classes  of Witco having
     general voting  power  under  ordinary circumstances,  in  the  absence  of
     contingencies, to elect the directors of such corporation) of Witco;
 
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          (b)  33 1/3% of  the Board of Directors  consists of individuals other
     than the  members  of  the Board  of  Directors  on January  1,  1994  (the
     'Incumbent  Directors');  provided,  however, that  any  person  becoming a
     director subsequent to such date whose election or nomination for  election
     was approved by two-thirds (but in no event less than two) of the directors
     who  at  the time  of such  election or  nomination comprise  the Incumbent
     Directors shall,  for purposes  of this  Plan, be  considered an  Incumbent
     Director;
 
          (c)   Witco  adopts  any   plan  of  liquidation   providing  for  the
     distribution of all or substantially all of its assets;
 
          (d) Witco combines with another company  (whether or not Witco is  the
     surviving   corporation)  and   immediately  after   the  combination,  the
     shareholders of  Witco immediately  prior to  the combination  (other  than
     shareholders  who, immediately prior to  the combination, were 'affiliates'
     of such  other  company, as  such  term is  defined  in the  rules  of  the
     Securities  and Exchange Commission)  do not beneficially  own, directly or
     indirectly, more than 20% of the Voting Stock of the combined company; or
 
          (e) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all, or substantially all, the  assets
     of Witco occurs.
 
     1.8. 'Code' means the Internal Revenue Code of 1986, as amended.
 
     1.9.   'Committee'  means  the   Organization  and  Compensation  Committee
appointed by the Board of Directors (excluding any members of such committee who
are current or former employees of Witco or an Affiliate).
 
     1.10. 'Disability'  means  total and  permanent  disability such  that  the
Participant is eligible to receive payments under the Witco Long-Term Disability
Plan.
 
     1.11. 'Employer' means Witco and any other Affiliate.
 
     1.12.  'Final  Average Compensation'  means  the 'Average  Annual Earnings'
received by a  Participant during  the periods specified  below. Average  Annual
Earnings  shall mean  the sum  of (a)  the Participant's  base salary  (prior to
reduction for any contributions that are determined on a salary reduction  basis
under  any plan  maintained by  Witco or  an Affiliate)  received during  the 36
complete months of employment (or, if shorter, the actual months of  employment)
with  an Employer preceding the Participant's termination of employment, divided
by 3, and (b) the average of  the highest three bonuses awarded under the  Witco
Corporation  Officers' Annual Incentive  Plan, the Management  Incentive Plan or
any other annual cash bonus plan of an Employer during the 60 complete months of
employment (or, if shorter,  the actual months of  employment) with an  Employer
preceding  the Participant's termination of  employment; provided, however, that
Earnings shall not include  salary or bonus awarded  by any company acquired  by
Witco  or an  Affiliate with  respect to any  period ending  on or  prior to the
acquisition date. For  purposes of  this definition,  a Participant'  employment
with an acquired Employer shall not be counted as 'months of employment'.
 
     1.13. 'Good Reason' means (a) following a Change in Control, the assignment
to  the Officer  of any  duties inconsistent  in any  material respect  with the
Officer's position  or any  other action  by  his Employer  which results  in  a
material  diminution  or  material  adverse  change  in  his  position,  status,
authority, duties  or responsibilities  as in  effect immediately  prior to  the
Change  in Control,  excluding for this  purpose an  isolated, insubstantial and
inadvertent action not taken in bad  faith and which is remedied promptly  after
receipt  of notice thereof given by the Officer; (b) a material reduction in the
Officer's compensation as in effect immediately  prior to the Change in  Control
without  his express  written consent;  or (c)  the relocation  of the Officer's
office (other than a relocation to Greenwich, Connecticut) in excess of 25 miles
from the location where the Officer was based prior to the Change in Control  or
a  requirement that the Officer travel on  business of his Employer to an extent
materially greater than his business travel  obligations prior to the Change  in
Control.
 
     1.14.  'Normal Retirement Date' means the first day of the month coinciding
with or next following the Participant's 65th birthday.
 
     1.15. 'Normal Supplemental Retirement  Benefit' means the benefit  computed
in accordance with Section 3.1.
 
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     1.16.  'Officer' means  an employee  of an  Employer who  is elected  as an
officer by the Board of Directors.
 
     1.17. 'Participant' means an  Officer of an Employer  who is designated  by
the Board of Directors as a Participant under the Plan.
 
     1.18.  'Plan'  means the  Supplemental Executive  Retirement Plan  of Witco
Corporation as set forth  in this document,  as it may be  amended from time  to
time.
 
     1.19.  'Retirement Plan' means the Witco  Corporation Retirement Plan as it
may be amended from time to time.
 
     1.20. 'Social Security  Primary Benefit' means  the annual primary  old-age
insurance  benefit which the Participant would  be entitled to receive under the
Social Security  Act  as  defined  in  the  Retirement  Plan.  For  purposes  of
determining  a Normal Supplemental Retirement  Benefit under Section 3.3, Social
Security Primary Benefit shall mean  the Participant's disability benefit  which
he is entitled to receive under the Social Security Act.
 
     1.21. 'Witco' means Witco Corporation or any successor thereto.
 
     The  masculine pronoun,  wherever used  herein, shall  include the feminine
pronoun, unless the context clearly indicates a different meaning.
 
                                   ARTICLE II
                                 PARTICIPATION
 
     2.1. Initial  Participation.    The  Board  of  Directors  shall  designate
specified  Officers to  be Participants in  the Plan. In  determining whether an
Officer shall  be  designated as  a  Participant,  the Board  of  Directors  may
consider  the nature of the services  rendered by the Officer, his contributions
to the success  of the Employer,  his seniority, remuneration  and position  and
such other factors as the Board of Directors deems relevant.
 
     With  respect to the participation of Officers as of the Effective Date, an
Officer shall become a Participant if he  is designated as eligible to become  a
Participant pursuant to resolutions adopted by the Board of Directors on October
17,  1993, and  if he had  a prior  individual agreement with  Witco designed to
provide the Officer with 'additional  benefits' as defined therein, the  Officer
agrees  in  writing  to  waive  all rights  under  such  agreement  in  a manner
prescribed by the Committee.
 
     2.2. Termination of Participation.  In  the event a Participant is  demoted
so  that  he ceases  to be  an  Officer but  he continues  in  the employ  of an
Employer, his benefit under the Plan shall  be frozen at the level in effect  as
of  the date  of his  change in  status and  he shall  only be  entitled to such
benefit if he  meets the  requirements of  Sections 3.1,  3.2, 3.3,  3.4 or  3.6
(other  than  the  requirement that  he  be an  active  Officer at  his  date of
retirement, Disability, termination of employment, or death).
 
                                  ARTICLE III
                                    BENEFITS
 
     3.1. Normal Supplemental Retirement Benefit.  Each Participant who  retires
from the employ of an Employer as an active Officer on or after attaining age 65
shall  be entitled to  receive a monthly  Normal Supplemental Retirement Benefit
commencing at his  Normal Retirement  Date equal  to one-twelfth  of the  annual
benefit which is equal to:
 
          (a) 50% of the Participant's Final Average Compensation; reduced by
 
          (b)  the sum of (1), (2) and (3) where (1), (2) and (3) are defined to
     mean:
 
             (1) any amount payable pursuant to the Retirement Plan;
 
             (2)  any  amount  payable  pursuant  to  the  Excess  Benefit   and
        Compensation Cap Plan of Witco Corporation; and
 
             (3)  an amount equal to 50% of his Social Security Primary Benefit.
        The Social  Security Primary  Benefit shall  be converted  to an  annual
        benefit and shall be adjusted to the amount that would be payable at age
        65 if his Social Security retirement age is greater than age 65.
 
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The  amounts determined under (b)(1) and (b)(2)  shall, in the case of a married
Participant, be  determined as  if they  were  to be  paid on  a 50%  joint  and
survivor basis; or, in the case of a single Participant or a married Participant
whose beneficiary is other than spouse, be determined as if they were to be paid
on a 10 year certain and life basis regardless of the actual form of payment.
 
     3.2.  Early  Retirement Benefit.   Each  Participant  who retires  from the
employ of an Employer as an active Officer  prior to attaining age 65 but on  or
after attaining age 62 shall be entitled to receive a monthly pension commencing
on  the first  day of the  month coinciding with  or next following  his date of
retirement equal to one-twelfth of the annual benefit which is equal to:
 
          (a) 50% of  the Participant's  Final Average  Compensation reduced  by
     5/9ths  of 1%  for each month  that the  Participant's Benefit Commencement
     Date precedes his Normal  Retirement Date; provided,  however, that at  the
     discretion of the Board of Directors, this reduction may be waived; reduced
     by
 
          (b)  the sum of (1), (2) and (3) where (1), (2) and (3) and defined to
     mean:
 
             (1) any amount payable  pursuant to the Retirement  Plan as of  his
        Benefit Commencement Date;
 
             (2)   any  amount  payable  pursuant  to  the  Excess  Benefit  and
        Compensation  Cap  Plan   of  Witco  Corporation   as  of  his   Benefit
        Commencement Date; and
 
             (3)  an amount equal to 50% of his Social Security Primary Benefit.
        The Social  Security Primary  Benefit shall  be converted  to an  annual
        benefit and shall be adjusted to the amount that would be payable at his
        Benefit Commencement Date.
 
The  amounts determined under (b)(1) and (b)(2)  shall, in the case of a married
Participant, be  determined as  if they  were  to be  paid on  a 50%  joint  and
survivor basis, or, in the case of a single Participant or a married Participant
whose beneficiary is other than spouse, be determined as if they were to be paid
on a 10 year certain and life basis regardless of the actual form of payment.
 
     3.2.A.  Recalculation of Benefit.  If, after a Participant retires, (i) the
Participant is  entitled to  a benefit  calculated pursuant  to Section  3.1  or
Section 3.2, (ii) the Participant is awarded a bonus under the Witco Corporation
Officers' Annual Incentive Plan (or under any other annual cash bonus plan of an
Employer)  with respect  to the  year in  which he  retires (a  'Retirement Year
Bonus'), and  (iii) the  Retirement Year  Bonus awarded  to the  Participant  is
greater  than one of the three bonuses  used in the calculation of Final Average
Compensation to determine the Participant's supplemental retirement benefit, the
Participant's  supplemental  retirement  benefit  shall  be  recalculated  under
Section  3.1 or 3.2, as applicable, in  the same manner as originally calculated
(and without regard to any  changed circumstances since the original  retirement
date)   except  that  Final  Average   Compensation  shall  be  redetermined  by
substituting the  lowest of  the 3  bonuses  used in  the calculation  of  Final
Average  Compensation  with  the  Retirement  Year  Bonus.  The  increase  in  a
Participant's supplemental  retirement  benefit effected  by  the  recalculation
shall  be made retroactive to the date  of the Participant's retirement, and the
excess of  the  Participant's recalculated  benefit  over the  benefit  actually
received by the Participant prior to the recalculation date shall be paid in one
lump sum as soon as practicable following the recalculation date.
 
     3.3. Disability Retirement Benefit.  Each Participant whose employment with
an  Employer is terminated  prior to his  Normal Retirement Date  as a result of
Disability shall  be  entitled to  receive  his Normal  Supplemental  Retirement
Benefit  determined  in  accordance  with the  formula  in  Section  3.1 payable
commencing on the first day of the  month coinciding with or next following  the
determination  that he  has incurred  a Disability;  provided, however,  that in
determining the reduction applicable under  Section 3.1(b), the reduction  shall
be determined as of the later of the date of the Participant's Disability or the
earliest  commencement date  of such  benefit under  the applicable  plan or the
Social Security Act.  In the  event that a  Participant's Disability  retirement
benefit  commences prior  to the date  a benefit can  be paid under  one of such
plans or the Social Security Act, the reduction shall only be applied to  reduce
his  benefit under this Plan when reducing  benefit is actually available to the
Participant. In addition,  a Participant's Disability  retirement benefit  under
this  Plan  shall be  reduced  by any  amounts  paid under  the  Witco Long-Term
Disability Plan.  In the  event  the Participant  recovers from  his  Disability
before  his Normal  Retirement Date  and does  not resume  participation in this
Plan,
 
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he shall only be entitled to a  termination benefit as described in Section  3.4
or,  if eligible at the  time of his Disability,  an early retirement benefit as
described in Section 3.2.
 
     3.4. Termination Benefit.   Except as  provided in this  Section 3.4,  each
Participant  whose  employment  with the  Employer  is terminated  prior  to his
attainment of age 62 other than as a result of Disability or death, shall not be
entitled to any benefits under this Article III; provided, however, that in  the
event  his employment is  terminated at the  option of his  Employer for reasons
other than Cause, the Board of Directors, in its absolute discretion, may decide
to  provide  him  with  his  Normal  Supplemental  Retirement  Benefit   payable
commencing on his Normal Retirement Date. In the event of the death prior to his
Benefit  Commencement Date of such a Participant  with respect to whom the Board
of Directors has decided  to provide a  Normal Supplemental Retirement  Benefit,
his Beneficiary shall be entitled to the death benefit described in Section 3.6.
 
     3.5.  Form of Pension Payments.  (a) The normal form of payment of benefits
payable under this Article III, shall be  a monthly pension equal to the  amount
determined  under Sections 3.1, 3.2, 3.3 or 3.4,  as the case may be, payable to
the Participant for life  with no further payments  due after the  Participant's
death.
 
     (b)  Alternatively, at any  time prior to his  Benefit Commencement Date, a
Participant may elect to receive his pension in one of the following forms:
 
          (1) Joint and Survivor Option -- a monthly pension equal to the amount
     determined under Sections 3.1, 3.2, 3.3 or 3.4, as the case may be, payable
     to the Participant  for life  with the provision  that after  his death,  a
     monthly  pension  shall continue  to his  surviving spouse  (to whom  he is
     married at his Benefit Commencement Date) for the remainder of the spouse's
     life  in  an  amount  equal  to  50%  of  the  Participant's  pension.  The
     Participant  may elect to receive the Actuarial Equivalent of the joint and
     50% survivor option payable as a joint and 75% or 100% survivor option,  in
     which  case 75% or 100%, respectively, of the Participant's pension will be
     continued to his surviving spouse for life.
 
          (2) 15-Year Certain and Life Option -- a monthly pension equal to  the
     amount  determined under Sections 3.1, 3.2, 3.3 or 3.4, as the case may be,
     payable to the Participant for life  or for 15 years, whichever is  longer.
     If  a Participant dies before the expiration of the 15-year period certain,
     payments shall  be  continued  to the  Participant's  Beneficiary  for  the
     remainder of such period or, in the absence of a surviving Beneficiary, the
     Actuarial  Equivalent of such payments  shall be paid in  a lump sum to the
     Participant's estate.
 
          (3) Cash  Refund Option  --  a monthly  pension  equal to  the  amount
     determined  under  Sections 3.1,  3.2, 3.3.  or  3.4, as  the case  may be,
     payable to the Participant for  life and, at his  death, any excess of  the
     Actuarial  Equivalent  value  of  the  pension  determined  at  his Benefit
     Commencement Date (on a 15-year certain and life basis) over the amount  of
     payments  actually  received  by him  shall  be paid  to  the Participant's
     Beneficiary in a single sum.
 
Each Participant shall elect a form of payment upon becoming a Participant. Such
election may be changed at any time prior to his Benefit Commencement Date.
 
     3.6. Death  Benefits.   In the  event of  the death  prior to  his  Benefit
Commencement  Date of a Participant (a) who is  an active Officer at the time of
his death, (b) who has ceased to be  a Participant as a result of a demotion  in
accordance  with Section 2.2 but who is  still employed by Witco or an Affiliate
at his date of death or (c) whose employment was terminated at the option of his
Employer and  the  Board of  Directors  elected to  provide  him with  a  Normal
Supplemental  Retirement Benefit in accordance with Section 3.4, his Beneficiary
shall receive a death benefit. Such death  benefit shall be equal to his  Normal
Supplemental Retirement Benefit payable commencing on the first day of the month
coinciding  with or  next following the  Participant's date  of death; provided,
however, that in determining the reduction applicable under Section 3.1(b),  the
reduction  shall be determined as of the  later of the date of the Participant's
death or the  earliest commencement date  of such benefit  under the  applicable
plan  or the Social  Security Act. In  the event that  a death benefit commences
hereunder prior to the date a benefit can be paid under one of such plans or the
Social Security Act, the reduction shall  only be applied to reduce his  benefit
under  this  Plan  when  the  reducing  benefit  is  actually  available  to the
Participant. Such  benefit  shall be  paid  in the  form  last selected  by  the
Participant prior to his death,
 
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i.e.,  (i)  as an  annuity  for the  life  of his  spouse  equal to  50%  of the
Participant's Normal Supplemental Retirement Benefit if he elected the joint and
survivor option, (ii) over 15 years if  he elected the 15-year certain and  life
option,  or (iii) in a lump sum that  is the Actuarial Equivalent of the benefit
payable on a full cash refund basis if he elected the full cash refund option.
 
                                   ARTICLE IV
                        BENEFITS ON A CHANGE IN CONTROL
 
     4.1. Change in Control Benefit.  In addition to any other benefits  payable
hereunder,  in the event of the termination of a Participant's employment within
three years after a Change in Control, by an Employer (other than for Cause), or
by the Participant for Good Reason, the Participant shall be entitled to receive
an amount equal to  three times his average  annual total compensation  received
from  Witco or any Affiliate for the  five calendar years ending before the year
in which  the Change  in  Control occurs  (determined  in accordance  with  Code
Section  280G(b)) less one dollar.  Such benefit shall be paid  in a lump sum as
soon as practicable following the Participant's termination of employment.
 
     4.2. Limitation.   In addition to  the amount payable  pursuant to  Section
4.1, in the event that any payment received or to be received by the Participant
in  connection with a Change  in Control (whether pursuant  to the terms of this
Plan or any  other plan, arrangement  or agreement with  Witco or an  Affiliate)
would be subject to the excise tax imposed by Code Section 4999, the Participant
shall  be entitled to  receive an amount  equal to any  (a) excise tax liability
imposed by Code Section 4999 plus (b) Federal, state and local income taxes  and
additional  excise taxes imposed by Section 4999  of the Code on the Participant
(or his Beneficiary) as a  result of the payment of  the amounts in clauses  (a)
and (b) of this sentence.
 
                                   ARTICLE V
                                 ADMINISTRATION
 
     5.1. Administration.  The Plan shall be administered by the Committee which
may  employ  agents and  may  delegate any  of  its rights,  powers,  duties and
responsibilities with respect to the operation and administration of the Plan to
any other person (whether or not an employee of an Employer) or organization.
 
     5.2. Powers and Duties.  In addition to any implied powers and duties  that
may  be needed to carry out the provisions of the Plan, the Committee shall have
the following specific powers and duties:
 
          (a) to make and  enforce such rules and  regulations as it shall  deem
     necessary or proper for the efficient administration of the Plan;
 
          (b)  to interpret the Plan  and to decide any  and all matters arising
     under the  Plan,  including  the  right  to  remedy  possible  ambiguities,
     inconsistencies   or   omissions;   provided,   however,   that   all  such
     interpretations  and  decisions   shall  be  applied   in  a  uniform   and
     nondiscriminatory manner to all Officers similarly situated;
 
          (c)  to compute the  amount of benefits  that shall be  payable to any
     Participant or Beneficiary in accordance with the provisions of the Plan;
 
          (d) to authorize disbursements with respect  to the Plan on behalf  of
     Witco; and
 
          (e)  to allocate, from time to time, to one or more of its members any
     of its  rights, powers,  duties and  responsibilities with  respect to  the
     operation and administration of the Plan.
 
     5.3.  Benefit  Claim  Procedures.    Applications  for  benefits  shall  be
processed in the same manner as  applications for benefits under the  Retirement
Plan.
 
     5.4.  Member's Own Participation.  No member of the Committee may act, vote
or otherwise influence a decision of the Committee specifically relating to  his
participation under the Plan.
 
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                                   ARTICLE VI
                           AMENDMENT AND TERMINATION
 
     The  Board of Directors may, in its absolute discretion, without notice, at
any time and from time to time, modify or amend, in whole or in part, any or all
of the provisions of  the Plan, or suspend  or terminate it entirely,  provided,
that  no  such modification,  amendment,  suspension or  termination  may apply,
without his consent, to or affect the payment or distribution to any Participant
or adversely affect the right of any Participant to any benefits provided  under
the Plan as in effect as of the date on which he first became a Participant.
 
                                  ARTICLE VII
                               GENERAL PROVISIONS
 
     7.1.  Funding.  Distributions under the Plan  shall be made solely from the
general assets of Witco. A Participant or Beneficiary shall have only the rights
of a general unsecured creditor  of Witco with respect  to any rights under  the
Plan.  Except as provided  in the next sentence,  no Participant, Beneficiary or
any other person shall have any interest in any fund or in any specific asset or
assets of Witco by reason of the right to receive a benefit under the Plan.  The
Board  of  Directors shall  establish  a trust  to  accumulate funds  to provide
benefits under the Plan. Such trust shall at all times be subject to the  claims
of  general creditors of Witco and shall  comply with such other requirements as
the Internal Revenue Service may require for so-called 'rabbi trusts'.
 
     Prior to a Change in Control, Witco may, but is not required to, contribute
cash or other property to the trust from time to time. Upon a Change in Control,
Witco or any successor corporation shall, as  soon as possible, but in no  event
later  than  30  days  following  the  Change  in  Control  make  an irrevocable
contribution to the trust in an amount sufficient to pay each Participant or, in
the event of the death of a Participant, his Beneficiary, the benefits to  which
he  would be  entitled as of  the date on  which the Change  in Control occurred
assuming termination of employment  on the date of  the Change in Control  under
circumstances that would entitle the Participant to benefits pursuant to Article
IV.
 
     7.2.  No  Guarantee  of  Employment.   The  Plan  shall  not  be  deemed to
constitute a  contract  between an  Employer  and any  Participant  or to  be  a
consideration for, or an inducement for, the employment of any Participant by an
Employer.  Nothing contained in the Plan shall be deemed to give any Participant
the right to be retained in the service of an Employer or to interfere with  the
right  of  the  Employer  to  discharge  or  to  terminate  the  service  of any
Participant at  any  time  without  regard  to  the  effect  such  discharge  or
termination may have on any rights under the Plan.
 
     7.3.  Payments to Minors and Incompetents.  If a person entitled to receive
any payments under  the Plan  is a minor  or is  deemed by the  Committee or  is
adjudged  to be legally incapable of giving valid receipt and discharge for such
payments, the Committee may direct payments to the legal representative of  such
person,  or if none, to a person designated  by the Committee for the benefit of
such person, or  the Committee  may direct application  of the  payment for  the
benefit of such person in such manner as the Committee considers advisable. Such
payment  shall,  to the  extent  made, be  deemed  a complete  discharge  of any
liability for such payment under the Plan.
 
     7.4. Nonalienation  of  Benefits.   To  the  extent permitted  by  law,  no
benefits  payable under the Plan will be  subject in any manner to anticipation,
assignment, garnishment  or  pledge;  and any  attempt  to  anticipate,  assign,
garnish  or pledge the same will be void; no such benefits will be in any manner
liable for or  subject to the  debts, liabilities, engagements  or torts of  any
person entitled to receive such benefits.
 
     7.5.  Applicable  Laws; Severability.   This  document shall  be construed,
administered and governed in all  respects under and by  the laws of the  United
States  and, to the extent applicable, under and by the laws of the State of New
York. If any provision of this document shall be held by a court or governmental
agency of competent jurisdiction to  be invalid or unenforceable, the  remaining
provisions of this document shall continue to be fully effective.
 
                                       7

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