Exhibit 10.1



                               CHEMED CORPORATION
                            2006 STOCK INCENTIVE PLAN

     1.  Purposes:  The  purposes  of  this  plan  are  (a) to  secure  for  the
Corporation the benefits of incentives inherent in ownership of Capital Stock by
Key Employees,  (b) to encourage Key Employees to increase their interest in the
future  growth and  prosperity of the  Corporation  and to stimulate and sustain
constructive  and  imaginative  thinking  by Key  Employees,  (c) to further the
identification  of interest of those who hold positions of major  responsibility
in the Corporation and its Subsidiaries  with the interests of the Corporation's
stockholders,  (d) to induce  the  employment  or  continued  employment  of Key
Employees and (e) to enable the Corporation to compete with other  organizations
offering  similar or other incentives in obtaining and retaining the services of
competent executives.


2.   Definitions:  Unless otherwise required by the context, the following terms
     when used in this Plan shall have the meanings set forth in this Section 2.


     Board of Directors: The Board of Directors of the Corporation.


     Capital Stock:  The Capital Stock of the  Corporation,  par value $1.00 per
share,  or such other class of shares or other  securities  as may be applicable
pursuant to the provisions of Section 8.


     Corporation: Chemed Corporation, a Delaware corporation.


     Fair Market  Value:  As applied to any date,  the mean between the high and
low sales prices of a share of Capital Stock on the principal  stock exchange on
which the  Corporation is listed,  or, if it is not so listed,  the mean between
the bid and the ask prices of a share of Capital  Stock in the  over-the-counter
market as reported by the National  Association of Securities  Dealers Automated
Quotation System on such date or, if no such sales or prices were made or quoted
on such date, on the next  preceding date on which there were sales or quotes of
Capital Stock on such exchange or market, as the case may be; provided, however,
that, if the Capital  Stock is not so listed or quoted,  Fair Market Value shall
be   determined   in    accordance    with   the   method    approved   by   the
Compensation/Incentive Committee, and, provided further, if any of the foregoing
methods of  determining  Fair  Market  Value  shall not be  consistent  with the
regulations  of the  Secretary  of the  Treasury  or his  delegate  at the  time
applicable to a Stock  Incentive of the type involved,  Fair Market Value in the
case of such  Stock  Incentive  shall be  determined  in  accordance  with  such
regulations and shall mean the value as so determined.


     Compensation/Incentive   Committee:  The  Compensation/Incentive  Committee
designated to administer this Plan pursuant to the provisions of Section 10.


     Incentive  Compensation:  Bonuses,  extra and other compensation payable in
addition to a salary or other base amount,  whether  contingent or discretionary
or required to be paid pursuant to an agreement,  resolution or arrangement, and
whether  payable  currently or on a deferred  basis,  in cash,  Capital Stock or
other property,  awarded by the Corporation or a Subsidiary  prior or subsequent
to the date of the approval and adoption of this Plan by the stockholders of the
Corporation.


     Key Employee:  An employee of the Corporation or of a Subsidiary who in the
opinion of the Compensation/Incentive  Committee can contribute significantly to
the growth and successful  operations of the  Corporation  or a Subsidiary.  The
grant  of a  Stock  Incentive  to  an  employee  by  the  Compensation/Incentive
Committee  shall  be  deemed  a  determination  by  the   Compensation/Incentive
Committee that such employee is a Key Employee. For the purposes of this Plan, a
director or officer of the  Corporation  or of a  Subsidiary  shall be deemed an
employee regardless of whether such director or officer is on the payroll of, or
otherwise paid for services by, the Corporation or a Subsidiary.


     Option: An option to purchase shares of Capital Stock.


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     Performance Unit: A unit representing a share of Capital Stock,  subject to
a Stock Award,  the issuance,  transfer or retention of which is contingent,  in
whole or in part,  upon  attainment  of a  specified  performance  objective  or
objectives, including, without limitation, objectives determined by reference to
or changes in (a) the Fair Market  Value,  book value or  earnings  per share of
Capital Stock, or (b) sales and revenues,  income, profits and losses, return on
capital  employed,  or  net  worth  of the  Corporation  (on a  consolidated  or
unconsolidated  basis)  or  of  any  one  or  more  of  its  groups,  divisions,
Subsidiaries  or  departments,  or  (c) a  combination  of two  or  more  of the
foregoing factors.


     Plan:  The 2006 Stock  Incentive Plan herein set forth as the same may from
time to time be amended.


     Stock Award: An issuance or transfer of shares of Capital Stock at the time
the Stock  Incentive  is granted or as soon  thereafter  as  practicable,  or an
undertaking to issue or transfer such shares in the future,  including,  without
limitation,   such  an  issuance,   transfer  or  undertaking  with  respect  to
Performance Units.


     Stock  Incentive:  A stock incentive  granted under this Plan in one of the
forms provided for in Section 3.


     Subsidiary:  A corporation  or other form of business  association of which
shares (or other ownership interests) having 50% or more of the voting power are
owned or controlled, directly or indirectly, by the Corporation.


3. Grants of Stock Incentives:

          (a) Subject to the provisions of this Plan, the Compensation/Incentive
     Committee  may at any time,  or from time to time,  grant Stock  Incentives
     under this Plan to, and only to, Key Employees.

          (b) Stock Incentives may be granted in the following forms:

            (i)   a Stock Award, or

           (ii)  an Option, or

          (iii) a combination of a Stock Award and an Option.


4. Stock Subject to this Plan:

          (a) Subject to the provisions of paragraph (c) and (d) of this Section
     4 and of Section 8, the  aggregate  number of shares of Capital Stock which
     may be issued or  transferred  pursuant to Stock  Incentives  granted under
     this Plan shall not exceed 3,000,000 shares;  provided,  however,  that the
     maximum  aggregate number of shares of Capital Stock which may be issued or
     transferred pursuant to Stock Incentives in the form of Stock Awards, shall
     not exceed 900,000 shares.

          (b) The maximum  aggregate number of shares of Capital Stock which may
     be issued or transferred  under the Plan to directors of the Corporation or
     of a Subsidiary shall not exceed 1,200,000 shares.

          (c)  Authorized  but  unissued  shares of Capital  Stock and shares of
     Capital Stock held in the  treasury,  whether  acquired by the  Corporation
     specifically  for use under  this Plan or  otherwise,  may be used,  as the
     Compensation/Incentive  Committee  may  from  time to time  determine,  for
     purposes of this Plan, provided,  however, that any shares acquired or held
     by the  Corporation  for the purposes of this Plan shall,  unless and until
     transferred  to a Key Employee in accordance  with the terms and conditions
     of a Stock  Incentive,  be and at all times remain  treasury  shares of the
     Corporation,  irrespective  of whether such shares are entered in a special
     account for purposes of this Plan, and shall be available for any corporate
     purpose.

          (d) If any shares of Capital Stock subject to a Stock  Incentive shall
     not be issued or transferred and shall cease to be issuable or transferable
     because of the termination, in whole or in part, of such Stock Incentive or
     for any other  reason,  or if any such  shares  shall,  after  issuance  or
     transfer,  be reacquired by the  Corporation or a Subsidiary  because of an
     employee's  failure  to comply  with the terms  and  conditions  of a Stock
     Incentive,  the  shares  not so issued  or  transferred,  or the  shares so
     reacquired by the  Corporation  or a Subsidiary  shall no longer be charged
     against any of the  limitations  provided for in  paragraphs  (a) or (b) of
     this Section 4 and may again be made subject to Stock Incentives.

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5.   Stock Awards: Stock Incentives in the form of Stock Awards shall be subject
     to the following provisions:

          (a) A Stock  Award  shall be  granted  only in  payment  of  Incentive
     Compensation  that has  been  earned  or as  Incentive  Compensation  to be
     earned,  including,  without  limitation,  Incentive  Compensation  awarded
     concurrently with or prior to the grant of the Stock Award.

          (b) For the purposes of this Plan, in determining the value of a Stock
     Award,  all shares of Capital  Stock  subject to such Stock  Award shall be
     valued at not less than 100 percent of the Fair Market Value of such shares
     on the date such Stock Award is granted, regardless of whether or when such
     shares are issued or  transferred  to the Key  Employee  and  whether  such
     shares are subject to restrictions which affect their value.

          (c) Shares of Capital  Stock subject to a Stock Award may be issued or
     transferred to the Key Employee at the time the Stock Award is granted,  or
     at any time subsequent  thereto,  or in installments  from time to time, as
     the Compensation/Incentive Committee shall determine. In the event that any
     such issuance or transfer shall not be made to the Key Employee at the time
     the  Stock  Award is  granted,  the  Compensation/Incentive  Committee  may
     provide  for payment to such Key  Employee,  either in cash or in shares of
     Capital  Stock from time to time or at the time or times such shares  shall
     be issued or transferred to such Key Employee, of amounts not exceeding the
     dividends  which would have been payable to such Key Employee in respect of
     such  shares  (as  adjusted  under  Section  8) if they had been  issued or
     transferred  to such Key Employee at the time such Stock Award was granted.
     Any amount  payable in shares of Capital  Stock  under the terms of a Stock
     Award may, at the discretion of the  Corporation,  be paid in cash, on each
     date on which  delivery of shares  would  otherwise  have been made,  in an
     amount  equal to the Fair  Market  Value on such date of the  shares  which
     would otherwise have been delivered.

          (d) A Stock  Award  shall be  subject  to such  terms and  conditions,
     including, without limitation, restrictions on sale or other disposition of
     the Stock  Award or of the shares  issued or  transferred  pursuant to such
     Stock Award, as the Compensation/Incentive  Committee may determine; except
     that up to 10% of  shares  of  Capital  Stock  subject  to this Plan may be
     issued free of  restriction.  The  remaining  shares issued as Stock Awards
     shall be subject to a one-year  restriction  period for  performance  based
     Stock Awards or to a three-year  restriction  period for tenure-based Stock
     Awards,  which three-year  period may lapse ratably on an annual basis over
     its term. Provided,  however,  that upon the issuance or transfer of shares
     pursuant  to a Stock  Award,  the  recipient  shall,  with  respect to such
     shares,  be and become a stockholder of the  Corporation  fully entitled to
     receive  dividends,  to  vote  and  to  exercise  all  other  rights  of  a
     stockholder  except to the extent  otherwise  provided in the Stock  Award.
     Each Stock Award shall be evidenced by a written instrument in such form as
     the  Compensation/Incentive  Committee shall determine,  provided the Stock
     Award is consistent with this Plan and incorporates it by reference.


6.   Options:  Stock  Incentives  in the form of Options shall be subject to the
     following provisions:

          (a) The maximum  aggregate  number of Stock  Incentives in the form of
     Options which may be granted to an individual  employee of the  Corporation
     or a Subsidiary in any calendar year shall not exceed 200,000 Options.

          (b) Upon the exercise of an Option,  the purchase  price shall be paid
     in cash or, if so provided in the Option or in a resolution  adopted by the
     Compensation/Incentive  Committee (and subject to such terms and conditions
     as are specified in the Option or by the Compensation/Incentive Committee),
     in shares of Capital  Stock or in a  combination  of cash and such  shares.
     Shares of Capital Stock thus delivered shall be valued at their Fair Market
     Value on the date of exercise.  Subject to the provisions of Section 8, the
     purchase  price per share  shall be not less than 100  percent  of the Fair
     Market Value of a share of Capital Stock on the date the Option is granted.

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          (c) Each Option shall be  exercisable,  in full or in part, six months
     after the date the Option is granted,  or may become  exercisable in one or
     more installments and at such time or times, as the  Compensation/Incentive
     Committee shall  determine.  Unless  otherwise  provided in the Option,  an
     Option, to the extent it is or becomes exercisable, may be exercised at any
     time,  in whole or in part,  until the  expiration  or  termination  of the
     Option. Any term or provision in any outstanding Option specifying when the
     Option is  exercisable or that it be  exercisable  in  installments  may be
     modified   at  any   time   during   the   life  of  the   Option   by  the
     Compensation/Incentive  Committee,  provided, however, no such modification
     of an  outstanding  Option  shall,  without  the  consent of the  optionee,
     adversely  affect any Option  theretofore  granted to him.  An Option  will
     become  immediately  exercisable  in full if at any time during the term of
     the  Option  the  Corporation  obtains  actual  knowledge  that  any of the
     following  events has occurred,  irrespective of the  applicability  of any
     limitation on the number of shares then exercisable  under the Option:  (1)
     any person within the meaning of Sections 13(d) and 14(d) of the Securities
     Exchange Act of 1934 (the "1934 Act"), other than the Corporation or any of
     its subsidiaries,  has become the beneficial  owner,  within the meaning of
     Rule 13d-3 under the 1934 Act, of 30 percent or more of the combined voting
     power of the  Corporation's  then outstanding  voting  securities;  (2) the
     expiration of a tender offer or exchange offer,  other than an offer by the
     Corporation,  pursuant  to which 20  percent  or more of the  shares of the
     Corporation's  Capital Stock have been purchased;  (3) the  stockholders of
     the Corporation have approved (i) an agreement to merge or consolidate with
     or into  another  corporation  and  the  Corporation  is not the  surviving
     corporation  or (ii) an agreement  to sell or  otherwise  dispose of all or
     substantially  all of the assets of the  Corporation  (including  a plan of
     liquidation);   or  (4)  during  any  period  of  two  consecutive   years,
     individuals  who at the  beginning of such period  constitute  the Board of
     Directors  cease for any reason to constitute at least a majority  thereof,
     unless the nomination for the election by the Corporation's stockholders of
     each  new  director  was  approved  by a vote of at least  one-half  of the
     persons who were directors at the beginning of the two-year period.

          (d) Each Option shall be  exercisable  during the life of the optionee
     only by him or a transferee or assignee  permitted by paragraph (g) of this
     Section  6 and,  after his  death,  only by his  estate or by a person  who
     acquired the right to exercise the Option pursuant to one of the provisions
     of paragraph (g) of this Section 6. An Option,  to the extent that it shall
     not have been exercised,  shall terminate when the optionee ceases to be an
     employee  of the  Corporation  or a  Subsidiary,  unless he ceases to be an
     employee   because   of  his   resignation   with   the   consent   of  the
     Compensation/Incentive  Committee  (which  consent  may be given  before or
     after  resignation),  or by reason of his death,  incapacity  or retirement
     under a  retirement  plan of the  Corporation  or a  Subsidiary.  Except as
     provided in the next sentence,  if the optionee ceases to be an employee by
     reason of such  resignation,  the Option shall terminate three months after
     he ceases to be an employee.  If the  optionee  ceases to be an employee by
     reason of such death, incapacity or retirement,  or if he should die during
     the three-month  period referred to in the preceding  sentence,  the Option
     shall terminate fifteen months after he ceases to be an employee.  Where an
     Option is exercised more than three months after the optionee  ceased to be
     an employee,  the Option may be exercised  only to the extent it could have
     been exercised  three months after he ceased to be an employee.  A leave of
     absence for military or  governmental  service or for other  purposes shall
     not,  if  approved  by the  Compensation/Incentive  Committee,  be deemed a
     termination  of  employment  within  the  meaning  of this  paragraph  (d);
     provided,  however,  that an Option  may not be  exercised  during any such
     leave  of  absence.   Notwithstanding  the  foregoing  provisions  of  this
     paragraph  (d) or any other  provision  of this  Plan,  no Option  shall be
     exercisable  after expiration of the term for which the Option was granted,
     which shall in no event exceed ten years.  Where an Option is granted for a
     term of less than ten years, the Compensation/Incentive  Committee, may, at
     any time  prior to the  expiration  of the  Option,  extend  its term for a
     period  ending  not  later  than ten  years  from the date the  Option  was
     granted.

          (e)  Options  shall be granted for such  lawful  consideration  as the
     Compensation/Incentive Committee shall determine.

          (f)  Neither  the  Corporation  nor any  Subsidiary  may  directly  or
     indirectly lend any money to any person for the purpose of assisting him to
     purchase or carry shares of Capital  Stock issued or  transferred  upon the
     exercise of an Option.

          (g) No Option nor any right  thereunder may be assigned or transferred
     by the optionee except:

              (i)   by will or the laws of descent and distribution;

             (ii)   pursuant to a qualified  domestic relations order as defined
                    by the Internal Revenue Code of 1986, as amended,  or by the
                    Employee Retirement Income Security Act of 1974, as amended,
                    or the rules thereunder;

            (iii)   by an  optionee  who, at the  time of the  transfer,  is not
                    subject  to the  provisions  of  Section 16 of the 1934 Act,
                    provided  such  transfer  is  to,  or  for  the  benefit  of
                    (including  but not limited to trusts for the  benefit  of),
                    the   optionee's   spouse  or  lineal   descendants  of  the
                    optionee's parents; or

            (iv)    by an optionee who, at the time of the transfer,  is subject
                    to the  provisions  of  Section  16 of the 1934 Act,  to the
                    extent,  if any,  such  transfer  would be  permitted  under
                    Securities  and  Exchange   Commission  Rule  16b-3  or  any
                    successor  rule thereto,  as such rule or any successor rule
                    thereto may be in effect at the time of the transfer.

     If   so   provided   in   the   Option   or  if  so   authorized   by   the
Compensation/Incentive Committee and subject to such terms and conditions as are
specified  in  the  Option  or  by  the  Compensation/Incentive  Committee,  the
Corporation  may, upon or without the request of the holder of the Option and at
any time or from  time to time,  cancel  all or a  portion  of the  Option  then
subject to  exercise  and either (i) pay the holder an amount of money  equal to
the  excess,  if any, of the Fair Market  Value,  at such time or times,  of the
shares  subject  to the  portion of the Option so  canceled  over the  aggregate
purchase price of such shares, or (ii) issue or transfer shares of Capital Stock
to the holder with a Fair  Market  Value,  at such time or times,  equal to such
excess.

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     (h)  Each Option shall be evidenced  by a written  instrument,  which shall
          contain such terms and  conditions,  and shall be in such form, as the
          Compensation/Incentive Committee may determine, provided the Option is
          consistent   with  this  Plan  and   incorporates   it  by  reference.
          Notwithstanding  the preceding  sentence,  an Option, if so granted by
          the  Compensation/Incentive  Committee,  may include  restrictions and
          limitations in addition to those provided for in this Plan.

     (i)  Any federal,  state or local  withholding taxes payable by an optionee
          or  awardee  upon the  exercise  of an Option or upon the  removal  of
          restrictions  of a Stock  Award shall be paid in cash or in such other
          form as the  Compensation/Incentive  Committee may authorize from time
          to time,  including  the  surrender of shares of Capital  Stock or the
          withholding of shares of Capital Stock to be issued to the optionee or
          awardee. All such shares so surrendered or withheld shall be valued at
          Fair Market Value on the date such are  surrendered to the Corporation
          or authorized to be withheld.


7.   Combinations of Stock Awards and Options:  Stock  Incentives  authorized by
     paragraph  (b)  (iii) of  Section  3 in the form of  combinations  of Stock
     Awards and Options shall be subject to the following provisions:

     (a)  A Stock Incentive may be a combination of any form of Stock Award with
          any form of Option;  provided,  however, that the terms and conditions
          of such Stock  Incentive  pertaining  to a Stock Award are  consistent
          with Section 5 and the terms and  conditions  of such Stock  Incentive
          pertaining to an Option are consistent with Section 6.

     (b)  Such combination  Stock Incentive shall be subject to such other terms
          and conditions as the Compensation/Incentive  Committee may determine,
          including,  without limitation, a provision terminating in whole or in
          part a  portion  thereof  upon  the  exercise  in  whole or in part of
          another portion  thereof.  Such  combination  Stock Incentive shall be
          evidenced   by  a   written   instrument   in   such   form   as   the
          Compensation/Incentive  Committee  shall  determine,  provided  it  is
          consistent with this Plan and incorporates it by reference.


8.  Adjustment   Provisions:   In  the  event  that  any  recapitalization,   or
reclassification,  split-up or consolidation of shares of Capital Stock shall be
effected,  or the outstanding  shares of Capital Stock are, in connection with a
merger or  consolidation  of the Corporation or a sale by the Corporation of all
or a part of its assets,  exchanged for a different number or class of shares of
stock or other securities of the Corporation or for shares of the stock or other
securities  of any other  corporation,  or a record  date for  determination  of
holders of Capital Stock entitled to receive a dividend payable in Capital Stock
shall occur (a) the number and class of shares or other  securities  that may be
issued or transferred pursuant to Stock Incentives,  (b) the number and class of
shares or other  securities  which  have not been  issued or  transferred  under
outstanding  Stock  Incentives,  (c) the purchase  price to be paid per share or
other security under outstanding Options, and (d) the price to be paid per share
or other  security  by the  Corporation  or a  Subsidiary  for  shares  or other
securities issued or transferred  pursuant to Stock Incentives which are subject
to a right of the  Corporation or a Subsidiary to reacquire such shares or other
securities, shall in each case be equitably adjusted.


9. Term:  This Plan shall be deemed  adopted and shall  become  effective on the
date it is approved and adopted by the stockholders of the Corporation. No Stock
Incentives shall be granted under this Plan after May 15, 2016.


10. Administration:

     (a)  The  Plan  shall  be   administered   by  the   Compensation/Incentive
          Committee,  which  shall  consist  of  no  fewer  than  three  persons
          designated by the Board of Directors. Grants of Stock Incentive may be
          granted by the  Compensation/Incentive  Committee either in or without
          consultation  with  employees,  but,  anything  in  this  plan  to the
          contrary notwithstanding,  the Compensation/Incentive  Committee shall
          have  full  authority  to act in the  matter of  selection  of all Key
          Employees  and in  determining  the number of Stock  Incentives  to be
          granted to them.

     (b)  The  Compensation/Incentive  Committee  may  establish  such rules and
          regulations,  not inconsistent with the provisions of this Plan, as it
          deems  necessary to determine  eligibility to participate in this Plan
          and for the  proper  administration  of this  Plan,  and may  amend or
          revoke    any    rule    or    regulation    so    established.    The
          Compensation/Incentive  Committee  may make  such  determinations  and
          interpretations  under or in  connection  with  this  Plan as it deems
          necessary or advisable.  All such rules,  regulations,  determinations
          and   interpretations   shall  be  binding  and  conclusive  upon  the
          Corporation, its Subsidiaries, its stockholders and all employees, and
          upon their respective legal representatives, beneficiaries, successors
          and assigns upon all other  persons  claiming  under or through any of
          them.

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     (c)  Members   of   the   Board   of   Directors   and   members   of   the
          Compensation/Incentive Committee acting under this Plan shall be fully
          protected  in relying  on good  faith  upon the advice of counsel  and
          shall  incur no  liability  except  for gross  negligence  or  willful
          misconduct in the performance of their duties.

     (d)  Any awards  under the Plan made to members of the  Committee  shall be
          approved by the Board.  With respect to awards to such directors,  all
          rights,  powers and authorities vested in the Committee under the Plan
          shall  instead be exercised by the Board,  and all  provisions  of the
          Plan  relating  to the  Committee  shall  be  interpreted  in a manner
          consistent  with the  foregoing  by treating  any such  reference as a
          reference to the Board for such purpose.


11. General Provisions:

     (a)  Nothing in this Plan nor in any instrument  executed  pursuant  hereto
          shall  confer upon any employee any right to continue in the employ of
          the  Corporation  or a  Subsidiary,  or shall  affect the right of the
          Corporation  or of a Subsidiary  to terminate  the  employment  of any
          employee with or without cause.

     (b)  No shares of Capital Stock shall be issued or transferred  pursuant to
          a Stock Incentive unless and until all legal  requirements  applicable
          to the issuance or transfer of such shares,  in the opinion of counsel
          to the  Corporation,  have been complied with. In connection  with any
          such issuance or transfer,  the person  acquiring the shares shall, if
          requested by the Corporation, give assurances, satisfactory to counsel
          to the Corporation,  that the shares are being acquired for investment
          and not with a view to resale or  distribution  thereof and assurances
          in respect of such other  matters as the  Corporation  or a Subsidiary
          may deem  desirable to assure  compliance  with all  applicable  legal
          requirements.

     (c)  No  employee  (individually  or  as a  member  of  a  group),  and  no
          beneficiary or other persons claiming under or through him, shall have
          any right,  title or  interest  in or to any  shares of Capital  Stock
          allocated  or reserved for the purposes of this Plan or subject to any
          Stock Incentive  except as to such shares of Capital Stock, if any, as
          shall have been issued or transferred to him.

     (d)  The  Corporation  or a  Subsidiary  may,  with  the  approval  of  the
          Compensation/Incentive  Committee,  enter into an  agreement  or other
          commitment to grant a Stock Incentive in the future to a person who is
          or will be a Key Employee at the time of grant,  and,  notwithstanding
          any other  provision of this Plan,  any such  agreement or  commitment
          shall not be deemed the grant of a Stock  Incentive  until the date on
          which  the  Company  takes  action  to  implement  such  agreement  or
          commitment.

     (e)  In the  case  of a grant  of a Stock  Incentive  to an  employee  of a
          Subsidiary, such grant may, if the Compensation/Incentive Committee so
          directs, be implemented by the Corporation issuing or transferring the
          shares, if any, covered by the Stock Incentive to the Subsidiary,  for
          such lawful consideration as the Compensation/Incentive  Committee may
          specify,  upon the condition or understanding that the Subsidiary will
          transfer the shares to the employee in the  accordance  with the terms
          of  the  Stock  Incentive  specified  by  the   Compensation/Incentive
          Committee pursuant to the provisions of this Plan. Notwithstanding any
          other provisions hereof,  such Stock Incentive may be issued by and in
          the name of the  Subsidiary and shall be deemed granted on the date it
          is approved by the Compensation/Incentive Committee, on the date it is
          delivered  by the  Subsidiary  or on such other date  between said two
          dates, as the Compensation/Incentive Committee shall specify.

     (f)  The  Corporation  or a Subsidiary  may make such  provisions as it may
          deem   appropriate   for  the  withholding  of  any  taxes  which  the
          Corporation  or a Subsidiary  determines it is required to withhold in
          connection with any Stock Incentive.

     (g)  Nothing in this Plan is  intended  to be a  substitute  for,  or shall
          preclude  or limit the  establishment  or  continuation  of, any other
          Plan,  practice  or  arrangement  for the payment of  compensation  or
          fringe  benefits to employees  generally,  or to any class or group of
          employees,  which the Corporation or any Subsidiary or other affiliate
          now has or may hereafter lawfully put into effect, including,  without
          limitation, any retirement,  pension, group insurance, stock purchase,
          stock bonus or stock option plan.


                                      A-6
<PAGE>

12. Amendments and Discontinuance:

     (a)  This  Plan  may  be  amended  by  the  Board  of  Directors  upon  the
          recommendation of the Compensation/Incentive Committee, provided that,
          without  the  approval  of the  stockholders  of the  Corporation,  no
          amendment  shall be made which (i) increases  the aggregate  number of
          shares of Capital Stock that may be issued or transferred  pursuant to
          Stock  Incentives  as  provided  in  paragraph  (a) of Section 4, (ii)
          increases the maximum aggregate number of shares of Capital Stock that
          may be  issued  or  transferred  under  the Plan to  directors  of the
          Corporation or of a Subsidiary as provided in paragraph (b) of Section
          4, (iii) increases the maximum  aggregate number of Stock  Incentives,
          in the form of Options, which may be granted to an individual employee
          as  provided  in  paragraph  (a) of  Section  6,  (iv)  withdraws  the
          administration of this Plan from the Compensation/Incentive Committee,
          (v)  permits  any person who is not at the time a Key  Employee of the
          Corporation or of a Subsidiary to be granted a Stock  Incentive,  (vi)
          permits any option to be exercised  more than ten years after the date
          it is  granted,  (vii)  amends  Section 9 to extend the date set forth
          therein,  (viii) reprices Options pursuant to Section 6(b) hereof,  or
          results in the  cancellation of any  outstanding  Option and grants in
          substitution  therefor  Options with a lower purchase price per share,
          (ix)  materially  modifies the definition of Key Employee in Section 2
          hereof,  (x)  accelerates  or shortens the  restriction  periods under
          Section 6(d) hereof, or (xi) amends this Section 12.

     (b)  Notwithstanding  paragraph  (a) of  this  Section  12,  the  Board  of
          Directors  may  amend  the  Plan  to  take  into  account  changes  in
          applicable   securities  laws,  federal  income  tax  laws  and  other
          applicable laws. Should the provisions of Rule 16b-3, or any successor
          rule, under the Securities Exchange Act of 1934 be amended,  the Board
          of Directors may amend the Plan in accordance therewith.

     (c)  The Board of Directors may by resolution  adopted by a majority of the
          entire Board of Directors discontinue this Plan.

     (d)  No amendment or  discontinuance of this Plan by the Board of Directors
          or the Stockholders of the Corporation  shall,  without the consent of
          the employee, adversely affect any Stock Incentive theretofore granted
          to him.


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