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; 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.

      (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


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   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;

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            (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.

      (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.


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   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.

            (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.


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            (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
                  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.

   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 or (viii) amends this Section 12.


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            (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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