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                                                                   EXHIBIT 10(l)









                    SOURCE ONE MORTGAGE SERVICES CORPORATION

                          NEW LONG-TERM INCENTIVE PLAN

                        (effective as of January 1, 1998)


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                    SOURCE ONE MORTGAGE SERVICES CORPORATION
                          NEW LONG-TERM INCENTIVE PLAN
                          ---------------------------
                          

                                TABLE OF CONTENTS
                                -----------------
                                

<TABLE>
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                                                                                                               Page
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<S>                                                                                                              <C>
1.       Purposes and Effective Date of the Plan .................................................................1

2.       Definitions .............................................................................................1

3.       Administration of Plan ..................................................................................2

4.       Participation ...........................................................................................3

5.       Allocation of Units .....................................................................................4

6.       Valuation of Accounts ...................................................................................5

7.       Non-Assignability; Beneficiary Designation ..............................................................5

8.       Vesting..................................................................................................5

9.       Change in Control........................................................................................7

10.      Payment for Units .......................................................................................9

11.      Miscellaneous Provisions ...............................................................................10

12.      Claims and Disputes; Arbitration .......................................................................11

13.      Amendment ..............................................................................................13

14.      Termination ............................................................................................13

</TABLE>






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                    SOURCE ONE MORTGAGE SERVICES CORPORATION
                          NEW LONG-TERM INCENTIVE PLAN
                          ---------------------------
                          




1.       Purposes and Effective Date of the Plan

         The purposes of the Source One Mortgage Services Corporation New
Long-Term Incentive Plan (the "Plan"), effective as of January 1, 1998, are to
provide a means to attract, reward and retain strong management, to encourage
teamwork among members of management and excellence in the performance of their
individual responsibilities, and to align the interests of key managers
participating in the Plan with the interests of shareholders by offering an
incentive compensation vehicle that is based upon the return on shareholders'
equity as measured by adjusted net income of the Company available to common
shareholders, averaged over a three year period.

2.       Definitions

         In the Plan, the following terms shall have the meanings set forth
below:

                  (a)   "Base Salary" means a Participant's annual rate of base
         compensation from the Company, rounded to the nearest whole number, as
         in effect on the first business day of the Earning Period. Such
         compensation shall be determined without regard to this or any other
         incentive compensation or profit-sharing plan, director's fees, or
         other forms of extra compensation. If a Participant is not actively
         employed on the first business day of the Earning Period, his or her
         Base Salary shall be determined as of the first day worked during the
         Earning Period.

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

                  (c)   "Company" means Source One Mortgage Services Corporation
         (the operating company), a Delaware corporation, and its successors and
         assigns.

                  (d)   "Earning Period" means a period of three consecutive 
years beginning January 1, 1998.

                  (e)   "Participant" means a person who is employed by the
         Company or a participating Subsidiary of the Company and who is
         selected by the Committee to participate in the Plan in accordance with
         Section 4.

                  (f)   "Three-year Average ROE" for the Earning Period means 
the Company's average annual rate of return on equity for the Earning Period, 
determined by the same method as the Company uses for other performance 
measurement purposes (rounded to the nearest one-hundredth of a percent).



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<PAGE>   4

                  (g)   "Top Management" means the individual or individuals 
         who, at the relevant time, are Chairman of the Board, President and 
         Chief Executive Officer of the Company.

                  (h)   The following terms are defined elsewhere in the Plan:

                                                                     Section
                                                                     -------
                                                  
         Account                                                        5
         Adverse Change in Plan                                         9(d)
         Cause (Termination for Cause)                                  8(e)
         Change in Control of the Company                               9(b)
         Code                                                          10(b)
         Committee                                                      3(a)
         Constructive Termination                                       9(c)
         Continuing Director                                            9(e)
         Disabled, Disability                                           8(h)
         Plan                                                           1
         Subsidiary                                                     4(b)
         Vested                                                         8(a)

3.       Administration of Plan

(a)      The Plan shall be administered by the Human Resources Committee (the
         "Committee") of the Board. No member of the Committee shall participate
         in any decision or recommendation involving such Committee member's own
         participation in the Plan. If and when a Subsidiary is participating in
         the Plan, the word Company as used in the Plan shall include such
         Subsidiary unless the context otherwise requires.

(b)      The Committee shall have all the powers vested in it by the terms of
         the Plan, such powers to include authority to interpret the Plan and
         any other written instruments issued or adopted pursuant to the Plan,
         to establish, amend and rescind any rules and regulations relating to
         the Plan, and to make any other determinations which it believes
         necessary or advisable for the administration of the Plan. The
         Committee may correct any defect or supply any omission or reconcile
         any inconsistency in the Plan or in any written instrument issued or
         adopted pursuant to the Plan in the manner and to the extent the
         Committee deems desirable to carry it into effect. Subject to Section
         12 relating to claims, disputes and arbitration, any decision of the
         Committee in the administration of the Plan, as described herein, shall
         be final and conclusive, unless otherwise determined by the Board. The
         Committee may act only by a majority of its members in office, except
         that the members thereof may authorize any one or more of their number
         or any officer of the Company to execute and deliver documents on
         behalf of the Committee. No member of the Committee shall be liable for
         anything done or omitted to be done by him/her or by any other member
         of the Committee in connection with the Plan, except for his/her own
         willful misconduct or as expressly provided by statute.



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<PAGE>   5

(c)      The Committee may employ or retain agents and may designate one or more
         employees of the Company, by name or by position, to perform such
         clerical, accounting, and other services as the Committee may require
         in carrying out the provisions of the Plan.

4.       Participation

(a)      The Participants in the Plan shall consist of key employees of the
         Company selected by Top Management. At the time of selection, Top
         Management shall classify each Participant as Tier 1, Tier 2 or Tier 3.
         Top Management may modify the terms of participation (including the
         method of awarding Units and calculating Unit value) for any key
         employee who becomes a Participant as of a date other than the
         beginning of the Earning Period, in whatever manner Top Management
         deems advisable.

(b)      If a Subsidiary of the Company wishes to participate in the Plan and
         its participation shall have been approved by the Committee, the board
         of directors of the Subsidiary shall adopt a resolution in form and
         substance satisfactory to the Committee authorizing participation by
         the Subsidiary in the Plan with respect to its employees. As used in
         the Plan, the term "Subsidiary" means any corporation at least one-half
         of whose outstanding voting stock is owned, directly or indirectly, by
         the Company.

         A Subsidiary participating in the Plan may cease to be a participating
company at any time by action of the Committee or by action of the board of
directors of such Subsidiary, which latter action shall be effective not earlier
than the date of delivery to the Secretary of the Company of a certified copy of
a resolution of the Subsidiary's board of directors taking such action. If the
participation in the Plan of the Subsidiary shall terminate, such termination
shall not relieve it of any obligations theretofore incurred by it under the
Plan except with the approval of the Committee.

5.       Allocation of Units

         Units awarded under the Plan shall be allocated to bookkeeping accounts
("Accounts") maintained by the Company in the name of each Participant receiving
an allocation of Units.

         Subject to adjustment by Top Management in accordance with the
next-following paragraph, the number of Units allocated to the Account of each
Participant as of the beginning of the Earning Period shall be calculated as a
percentage of Base Salary, corresponding to his/her Tier-classification for the
Earning Period, in accordance with the following schedule:

         Tier Level                 % of Base Salary = No. of Units
         ----------                 ------------------------------- 

               1                                                60%
               2                                                40%
               3                                                20%



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EXAMPLE: A Participant  in Tier 2 with a Base Salary of $50,000 would receive  
20,000 units (i.e. 50,000 X .40 = 20,000).

         Top Management may increase or decrease the number of Units allocated
to any Participant, provided that the number of Units allocated to a Tier 2 or
Tier 3 Participant may not exceed 50% of such Participant's Base Salary.

         Once Top Management has decided on increases or decreases, if any, in
the number of Units to be allocated, then Top Management shall promptly notify
Participants of their selection for Plan participation, their
Tier-classifications and number of Units allocated to them for the Earning
Period.
         At any time before the end of the Earning Period the Committee in its
discretion may allocate to the Account of any Participant for the Earning Period
additional Units over and above the Units allocated to such account as of the
beginning of the Earning Period.

         The Board in its discretion may extend the Plan for one or more
additional periods commencing after the first year of the Earning Period.

6.       Valuation of Accounts

         The value of a Participant's Account shall be determined under the
formula N x UV where- 

         "N" represents the number of Units in the account at the end of the
         Earning Period, and

         "UV" represents the Unit Value of each Unit determined as of the last
         day of the Earning Period by reference to the following table:

         Three-Year Average ROE ("ROE")              Unit Value
         -----------------------------              ----------

                   9% or less                     $0.00
                  13%                             $1.00
                  20%                             $2.00
                  25% or more                     $3.00

         Intermediate ROE values greater than 9% and less than 25% shall be
         pro-rated. Example: ROE of 16.5% results in Unit Value of $1.50.

7.       Non-Assignability; Beneficiary Designation

         Except as provided herein, a Participant's interest in the Account in
his or her name shall not be transferable other than by will or the laws of
descent and distribution. Each Participant may designate a beneficiary or
beneficiaries, including a trust, to receive any amount payable under the Plan
on account of the Participant's death. Such designation shall be in a form
authorized by Top Management. In the absence of an effective designation of
beneficiary at the time of a Participant's death, any amount 



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<PAGE>   7

payable under the Plan on account of the Participant's death shall be paid to 
the Participant's estate.

8.       Vesting.

(a)      A Participant's interest in the Units allocated to his/her Account for
         the Earning Period will become non-forfeitable ("Vested") provided that
         the Participant has been in the continuous employ of the Company
         through the last day of the Earning Period and remains in the Company's
         employ through the payment date determined under Section 10(a).

(b)      A Participant's interest in the Units allocated to his/her Account for 
         the Earning Period will be forfeited upon that Participant's voluntary
         termination or involuntary termination for Cause if such interest has
         not Vested at the time of termination.

(c)      Notwithstanding the provisions of subsections (a) and (b) above, upon
         the Participant's (i) involuntary termination of employment other than
         for Cause; (ii) death or Disability while in the employ of the Company;
         or (iii) retirement from the Company after attaining age 62 or
         otherwise with the consent of the Committee, a fractional portion, 
         X / 36, of the Units allocated to his/her Account for the Earning 
         Period shall be Vested, where "X" represents the number of full months
         which have elapsed since the first day of the Earning Period to the end
         of the first month in which occurs one of the events described above.

(d)      In the event a Participant (who is not terminated for Cause or due to
         Disability) is no longer employed by the Company as a result of the
         removal of the Participant from an office which the Participant held
         (i) on January 1, 1998 or (ii) on the later date as of which he/she is
         selected as a Participant by the Committee (provided that a promotion
         or lateral transfer shall not be deemed to constitute such a removal,
         except for a lateral transfer or promotion to a more senior title but
         to a job which has less responsibilities and duties), a significant
         reduction in the nature or scope of the authorities, powers, functions,
         or duties attached to such Participant's position or a reduction in the
         compensation (exclusive of bonuses or other incentive compensation) of
         such Participant which is not remedied within 30 calendar days after
         receipt by the Company of written notice from such Participant, the
         Committee in its sole discretion acting in good faith may treat such
         termination in the same manner as an involuntary termination other than
         for Cause under subsection (c) above.

(e)      For purposes of the Plan, an involuntary termination other than for
         Cause occurs with respect to a Participant if the Company terminates
         the Participant's employment with the Company for any reason other than
         for Cause or Disability. The termination of a Participant's employment
         with the Company shall be deemed to have been for "Cause" if such
         termination shall have been the result of the material failure of such
         person, in Top Management's reasonable judgment, to perform competently
         the Participant's duties; the Participant's conviction of a crime
         involving acts of moral turpitude, dishonesty, theft, unethical




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<PAGE>   8


         or unlawful business conduct or conduct which, in Top Management's
         judgment, impairs the reputation or standing of the Company (provided,
         that if the Participant is arrested or indicted for such a crime, the
         Company shall have the right to suspend the Participant without pay
         until the matter is judicially resolved); the failure of the
         Participant to devote his full time and attention exclusively to the
         business and affairs of the Company as herein provided; or the material
         violation by the Participant of any term, provision or condition of any
         employment agreement between the Participant and the Company.

(h)      For purposes of this Section 8 of the Plan, a Participant shall be
         deemed to be "Disabled" (or to have a "Disability") if such Participant
         has been declared to be permanently and totally disabled after
         examination by an independent physician satisfactory to the Company and
         Top Management has reasonably determined that the physical or mental
         condition of the Participant was such as would entitle the Participant
         to payment of monthly disability benefits under the Company's Long-Term
         Disability Plan.

(i)      Notwithstanding the foregoing provisions of this Section 8, the
         Committee may provide by written rule or regulation that, in the event
         of a disposition of all or a substantial portion of the Company's
         business or business related assets or any other event constituting a
         Change in Control of the Company, the Vesting of all or any portion of
         the Units allocated to the Account of any Participant for the Earning
         Period will be accelerated, subject to such terms and conditions as the
         Committee may impose.

9.       Change in Control

(a)      In the event there occurs a Change in Control of the Company, and if
         within 24 months after the Change in Control:

                  (i)   There is an involuntary termination other than for Cause
         of the employment of the Participant;

                  (ii)  There is a Constructive Termination, of the employment
         of the Participant; or

                  (iii) There occurs an Adverse Change in the Plan, in respect
         of the Participant;

         then, the Participant shall be fully Vested in the Units his/her
         Account(s) under the Plan.

(b)      For purposes of Section 9(a) relating to a change in control of the
         Company, a "Change in Control of the Company" shall occur if:

                  (i)   Any person or group (within the meaning of Sections 13
         (d) and 14(d)(2) of the Exchange Act), other than Fund American 
         Enterprises Holdings, Inc. ("FAEH") or a subsidiary of FAEH becomes the
         beneficial 



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<PAGE>   9

        owner (within the meaning of Rule 13d-3 under the Exchange Act) of 
        thirty-five percent (35%) or more of the Company's then outstanding 
        capital stock;

                  (ii)  The Continuing Directors cease for any reason to
         constitute a majority of the Board of the Company; or

                  (iii) The business of the Company for which the Participant's
         services are principally performed is disposed of by the Company
         pursuant to a sale or other disposition of all or substantially all of
         the business or business related assets of the Company (including stock
         of a Subsidiary of the Company).

(c)      For purposes of Section 9(a) relating to a Change in Control of the
         Company, "Constructive Termination" shall mean a termination of
         employment with the Company or any of its subsidiaries at the
         initiative of the Participant that the Participant declares by prior
         written notice delivered to the Secretary of the Company to be a
         Constructive Termination by the Company and which follows (i) a
         material decrease in his salary, or (ii) a material diminution in the
         authority, duties or responsibilities of his position with the result
         that the Participant makes a determination in good faith that he or she
         cannot continue to carry out his job in substantially the same manner
         as it was intended to be carried out immediately before such
         diminution. Notwithstanding anything herein to the contrary,
         Constructive Termination shall not occur within the meaning of this
         Section 9(c) until and unless 30 days have elapsed from the date the
         Company receives such written notice without the Company curing or
         causing to be cured the circumstance or circumstances described in this
         Section 9(c) on the basis of which the declaration of Constructive
         Termination is given.

(d)      For purposes of Section 9(a) relating to a Change in Control of the
         Company, an "Adverse Change in the Plan" shall mean:

                  (i)      Termination of the Plan pursuant to Section 14;

                  (ii)     Amendment of the Plan pursuant to Section 13 that
         materially diminishes the value of the Units that have been allocated
         under the Plan, either to individual Participants or in the aggregate,
         unless there is substituted concurrently authority to grant long-term
         incentive awards of comparable value, to individual Participants or in
         the aggregate, as the case may be; or

                  (iii)    In respect of any Participant a material diminution 
         in his rights in connection with such Units (except as may occur under
         the terms of the Plan applicable to such Units as originally allocated)
         unless there is substituted concurrently a long-term incentive award
         with a value at least comparable to the loss in value attributable to
         such diminution in his rights.



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<PAGE>   10

(e)      For purposes of Section 9(b)(ii) of the Plan, "Continuing Directors"
         shall mean those individuals who, as of January 1, 1998, constituted
         the Board or, alternatively, those members elected or nominated after
         January 1, 1998 who were approved for such election or nomination by a
         vote of at least a majority of the directors then comprising the
         Continuing Directors. Further, individuals shall be excluded whose
         initial assumption of office is or was in connection with an actual or
         threatened election contest relating to the election of the directors
         of the Company (as used in rule 14a-11 under the Securities Exchange
         Act of 1934).

10.      Payment for Units

(a)      Automatic Payment of Full Value. Subject to deferral rights, if any,
         under any other plan maintained by the Company, the full value of all
         Units allocated to the Account of a Participant for the Earning Period
         which become Vested under Section 9 or Section 10(a) shall be paid to
         the Participant (or to the Participant's designated beneficiary or
         legal representative) in a single sum as soon as practicable after the
         end of the Earning Period, and in all events within 90 days after the
         end of the Earning Period; provided, however, that:

                  (i)   If the Participant dies before the end of the Earning
         Period and there is no effective designation of the Participant's
         beneficiary at the time of his death, any amount payable under the Plan
         on account of the Participant's death shall be paid to his legal
         representative, after the end of the Earning Period, by the later of:
         (A) the date specified in the preceding paragraph, or (B) 30 days after
         the qualification of the legal representative.

                  (ii)  If the Participant becomes Vested in any Units before 
         the end of the Earning Period on account of a Change in Control of the
         Company, and remains employed by the Company, the value of his/her
         Vested Units shall be paid to him or her after the end of the Earning
         Period, on or before the date specified in the second-preceding
         paragraph; provided that the value of such Vested Units shall be the
         larger of (A) the value as calculated under Section 6 or (B) an
         alternate value calculated by using average ROE for the time period
         from the beginning of the Earning Period until the Change in Control
         date.

(b)      Notwithstanding any provision of the Plan other than this subsection
         (b), if part of a payment under the Plan resulting from the operation
         of Section 9 (relating to a Change in Control of the Company) and this
         Section 10 would be an "excess parachute payment" under Section 280G of
         the Internal Revenue Code of 1986, as amended (the "Code"), such
         payment shall be reduced by the smallest amount required so that no
         part of the payment is not deductible under Section 280G of the Code.
         However, prior to making any such reduction the Committee shall request
         the Company's independent certified public accountants to determine
         whether it would be in the best interest of the Participant to make the
         reduction. If such accountants determine that it is not in the best
         interest of the Participant to make the reduction, the reduction shall
         not be made.



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11.      Miscellaneous Provisions

(a)      Except as otherwise provided in the Plan, no employee or other person
         shall have any claim or right to be granted any Units under the Plan.
         Neither the Plan nor any action taken hereunder shall be construed as
         giving any employee any right to be retained in the employ of the
         Company or any Subsidiary.

(b)      A Participant's interest under the Plan may not be assigned or
         transferred in whole or in part either directly or by operation of law
         or otherwise (except in the event of a Participant's death), including
         but not limited to, sale, execution, levy, garnishment, attachment,
         pledge, bankruptcy or any other transfer and no such interest of any
         Participant in the Plan shall be subject to any obligation or liability
         of such Participant or any beneficiary of such Participant.

(c)      The Company shall have the right to deduct from any payment made under
         the Plan any federal, state or local income or other taxes required by
         law to be withheld with respect to such payment.

(d)      The Company has only a contractual obligation to make payments under
         Section 10. Participants have the status of general unsecured creditors
         of the Company. The satisfaction of Plan obligations is to be made
         solely out of the general corporate funds of the Company, which shall
         at all times remain subject to the claims of the Company's creditors.
         It is the intention of the Company and the Participants that the
         amounts payable under the Plan be unfunded for tax purposes and for
         purposes of the Employee Retirement Income Security Act of 1974, as
         amended.

(e)      By accepting an allocation of Units or other benefits under the Plan,
         each Participant and each person claiming under or through each
         Participant shall, subject to the Plan, be deemed to have indicated
         such Participant's or claimant's acceptance and ratification of, and
         consent to, any action taken under the Plan by the Company, the Board
         or the Committee.

12.      Claims and Disputes; Arbitration

(a)      Claims for benefits under the Plan shall be made in writing to the
         Committee. If a claim for benefits is wholly or partially denied, the
         Committee shall, within a reasonable period of time but not later than
         ninety (90) days after receipt of the claim, provide the claimant who
         was denied a benefit written notice setting forth in a manner
         calculated to be understood by the claimant:

                  (i)   The specific reason or reasons for denial;

                  (ii)  Specific reference to the pertinent provisions of the
Plan on which the denial is based;



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                  (iii) A description of any additional material or information
         necessary for the claimant to perfect the claim and an explanation of
         why such material or information is necessary; and

                  (iv) An explanation of the Plan's claim review procedure.

         A person whose claim for benefits under the Plan has been denied, or
         his duly authorized representative, may request a review upon written
         application to the Committee, may review pertinent documents, and may
         submit issues and comments in writing. The claimant's written request
         for review must be submitted to the Committee within sixty (60) days
         after receipt by the claimant of written notification of the denial of
         a claim. A decision by the Committee shall be made promptly, and not
         later than sixty (60) days after the Committee's receipt of a request
         for review, unless special circumstances require an extension of time
         for proceeding, in which cases a decision shall be rendered as soon as
         possible, but not later than one hundred twenty (120) days after
         receipt of the request for review. The decision on review shall be in
         writing and shall include specific reasons for the decision, specific
         reference to the pertinent provision of the Plan on which the decision
         is based, and be written in a manner calculated to be understood by the
         claimant.

(b)      Unless otherwise required by law, any controversy or claim arising out
         of (i) the denial of a claim for benefits by the Committee under (a)
         above or any action taken by the Committee under Section 3, or
         otherwise relating to the Plan or the breach thereof, shall be settled
         by binding arbitration in the City of Farmington Hills in accordance
         with the laws of the State of Michigan by three arbitrators, one of
         whom shall be appointed by the Company, one by the Participant (or in
         the event of his prior death, his beneficiary(ies) or other
         distributee), and the third of whom shall be appointed by the first two
         arbitrators. If the selected (third) arbitrator declines or is unable
         to serve for any reason, the appointed arbitrators shall select another
         arbitrator. Upon their failure to agree on another arbitrator, the
         jurisdiction of the Circuit Court of Oakland County, Michigan shall be
         invoked to make such selection. The arbitration shall be conducted in
         accordance with the commercial arbitration rules of the American
         Arbitration Association except as hereinabove provided in subsection
         (c) below. Judgment upon the award rendered by the arbitrators may be
         entered in any court having jurisdiction thereof. Review by the
         arbitrators of any decision, action or interpretation of the Board or
         Committee shall be limited to a determination of whether it was
         arbitrary and capricious or constituted an abuse of discretion, within
         the guidelines of Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101
         (1989). In  the event the Participant or his beneficiary shall 
         retain legal counsel and/or incur other costs and expenses in
         connection with enforcement of any of the Participant's rights under
         the Plan, the Participant or beneficiary shall not be entitled to
         recover from the Company any attorneys fees, costs or expenses in
         connection with the enforcement of such rights (including enforcement
         of any arbitration award in court) regardless of the final outcome;
         except that the arbitrators in their discretion may award reasonable
         attorneys fees and reasonable costs to the




    
                                  12
<PAGE>   13


         Participant in an arbitration initiated by the Participant following a
         Company Change in Control, to enforce the Participant's rights under
         the Plan, provided the Participant is the prevailing party in such
         arbitration.

(c)      Any arbitration shall be conducted as follows:

                  (i)   The arbitrators shall follow the Commercial arbitration
         Rules of the American Arbitration Association, except as otherwise
         provided herein. The arbitrators shall substantially comply with the
         rules of evidence; shall grant essential but limited discovery; shall
         provide for the exchange of witness lists and exhibit copies; and shall
         conduct a pretrial and consider dispositive motions. Each party shall
         have the right to request the arbitrators to make findings of specific
         factual issues.

                  (ii)  The arbitrators shall complete their proceedings and
         render their decision within 40 days after submission of the dispute to
         them, unless both parties agree to an extension. Each party shall
         cooperate with the arbitrators to comply with procedural time
         requirements and the failure of either to do so shall entitle the
         arbitrators to extend the arbitration proceedings accordingly and to
         impose sanctions on the party responsible for the delay, payable to the
         other party. In the event the arbitrators do not fulfill their
         responsibilities on a timely basis, either party shall have the right
         to require a replacement and the appointment of new arbitrators.

                  (iii) The decision of the arbitrator shall be final and
         binding upon the parties and accordingly a judgment by any Circuit
         Court of the State of Michigan or any other court of competent
         jurisdiction may be entered in accordance therewith.

                  (iv)  Subject to the provisions of subsection (b) relating to
         reasonable attorneys fees and costs in an arbitration following a
         Company Change in Control, the costs of the arbitration shall be borne
         equally by the parties to such arbitration, except that each party
         shall bear its own legal and accounting expenses relating to its
         participation in the arbitration.

14.      Amendment

         The Plan may be amended at any time and from time to time by the Board.
No amendment of the Plan shall adversely affect any right of any Participant
with respect to any Units theretofore allocated without such Participant's
written consent.

15.      Termination

         This Plan shall terminate (A) upon payment of all benefits due at the
conclusion of the Earning Period (or at the conclusion of any extension of the
Plan by the Board, as permitted in Section 5) or (B) upon the adoption of a
resolution of the Board terminating the Plan. No termination of the Plan shall
alter or impair any of the rights or obligations 



                                      13
<PAGE>   14


of any person, without that person's consent, with respect to any Units
theretofore allocated under the Plan.






                                      -14-