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                                                                 EXHIBIT 10.02

                                   ALUMAX INC.

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              1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
                      AS FURTHER AMENDED ON OCTOBER 3, 1996

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                                   ALUMAX INC.
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              1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
                      AS FURTHER AMENDED ON OCTOBER 3, 1996

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                                                                     Page

1.   Purpose........................................................   1

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

3.   Administration.................................................   3

     a.   Authority of the Committee................................   3
     b.   Manner of Exercise of Committee Authority.................   3
     c.   Limitation of Liability...................................   3
     d.   Performance-Based Awards to "Designated Participants".....   3

4.   Stock Subject to Plan..........................................   4

5.   Eligibility....................................................   4

6.   Specific Terms of Awards.......................................   4

     a.   General...................................................   4
     b.   Options...................................................   5
     c.   Stock Appreciation Rights.................................   5
     d.   Restricted Stock..........................................   6
     e.   Deferred Stock (Restricted Stock Units)...................   7
     f.   Bonus Stock and Awards in Lieu of Cash Obligations........   7
     g.   Dividend Equivalents......................................   7
     h.   Other Stock-Based Awards..................................   8
     i.   Performance Awards........................................   8

7.   Certain Provisions Applicable to Awards........................   9

     a.   Stand-Alone, Additional, Tandem and Substitute Awards.....   9
     b.   Performance Conditions....................................  10
     c.   Term of Awards............................................  10
     d.   Form of Payment Under Awards; Deferrals...................  10
     e.   Rule 16b-3 Compliance.....................................  10

8.   Change in Control..............................................  11

     a.   Definition of "Change in Control".........................  11
     b.   Definition of "Change in Control Stock Value".............  13
     c.   Definition of "Change in Control Settlement Value"........  14
     d.   Acceleration and Cash-Out Upon a Change in Control........  14
     e.   No Non-Exempt Section 16(b) Purchases Triggered...........  15



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                                   ALUMAX INC.
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              1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
                      AS FURTHER AMENDED ON OCTOBER 3, 1996

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                                                                     Page

9.  General Provisions.............................................   15

     a.   Compliance With Legal and Other Requirements.............   15
     b.   Limits on Transferability; Beneficiaries.................   15
     c.   Adjustments..............................................   16
     d.   Taxes....................................................   16
     e.   Changes to the Plan and Awards...........................   16
     f.   Limitation on Rights Conferred Under Plan................   17
     g.   Unfunded Status of Awards; Creation of Trusts............   17
     h.   Nonexclusivity of the Plan...............................   17
     i.   Payments in the Event of Forfeitures; Fractional Shares..   17
     j.   Governing Law; Arbitration...............................   17
     k.   Effective Date; Plan Termination.........................   18



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                                   ALUMAX INC.

              1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED


         1. Purpose. The purpose of this 1993 Long Term Incentive Plan as
Amended and Restated (the "Plan") is to assist Alumax Inc. (the "Company") and
its subsidiaries in attracting, retaining, and rewarding high caliber employees,
enabling such employees to acquire or increase a proprietary interest in the
Company in order to strengthen the mutuality of interests between such employees
and the Company's stockholders, and providing such employees with performance
incentives to expend their maximum efforts in the creation of long term
shareholder value.

         2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents, Other
Stock-Based Awards and Performance Awards, are set forth in Section 6 of the
Plan. Such awards, together with any other right or interest granted to a
Participant under the Plan, are termed "Awards." The definitions of terms
relating to a Change in Control of the Company are set forth in Section 8 of the
Plan.

         For purposes of the Plan, the following additional terms shall be
defined as set forth below:

                  (a) "Board" means the Company's Board of Directors.

                  (b) "Beneficiary" with respect to members of the Executive
         Group means the person, persons, trust or trusts which have been
         designated by the Participant in his or her most recent written
         beneficiary designation filed with the Company to receive the benefits
         specified under this Plan in the event of the Participant's death;
         Beneficiary with respect to all other Participants shall mean the
         person, persons, trust or trusts which have been designated by the
         Participant in his or her most recent beneficiary designation to
         receive the benefits specified under the Company's Group Life Insurance
         Plan. In either case, if there is no designated Beneficiary or
         surviving designated Beneficiary, then Beneficiary shall mean the
         person, persons, trust or trusts entitled by will or the laws of
         descent and distribution to receive such benefits.

                  (c) "Cause" with respect to the forfeiture under the terms of
         Award agreements in event of termination of employment means (i) the
         willful and continued failure by the Employee to perform substantially
         his or her duties with the Company (other than any such failure
         resulting from the Employee's incapacity due to physical or mental
         illness) after a written demand for substantial performance is
         delivered to the Employee by the Chairman of the Board of Directors or
         the President of the Company which specifically identifies the manner
         in which the Employee has not substantially performed his or her
         duties, (ii) the willful engagement by the Employee in conduct which is
         not authorized by the Board of Directors of the Company or within the
         normal course of the Employee's business decisions and is known by the
         Employee to be materially detrimental to the best interests of the
         Company or any of its subsidiaries, or (iii) the willful engagement by
         the Employee in illegal conduct or any act of serious dishonesty which
         adversely affects, or, in the reasonable estimation of the Board of
         Directors of the Company, could in the future adversely affect, the
         value, reliability or performance of the Employee to the Company in a
         material manner. Any act, or failure to act, based upon authority given
         pursuant to a resolution duly adopted by the Board of Directors of the
         Company or based upon the advice of counsel for the Company shall be
         conclusively presumed to be done, or omitted to be done, by the

                                                  

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         Employee in good faith and in the best interests of the Company.
         Notwithstanding the foregoing, an Employee who is a member of the
         Executive Group shall not be deemed to have been terminated for Cause
         unless and until there shall have been delivered to the Employee a copy
         of a resolution duly adopted by the affirmative vote of not less than
         three-quarters of the entire membership of the Board of Directors after
         reasonable notice to the Employee and an opportunity for him or her,
         together with his or her counsel, to be heard before the Board of
         Directors, finding that, in the good faith opinion of the Board of
         Directors, the Employee was guilty of the conduct set forth above in
         (i), (ii) or (iii) of this sub-paragraph and specifying the particulars
         thereof in detail.

                  (d) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time. References to any provision of the Code shall be
         deemed to include successor provisions and regulations thereunder.

                  (e) "Committee" means the Human Resources and Compensation
         Committee of the Board of Directors of the Company, or such other Board
         committee as may be designated by the Board to administer the Plan;
         provided that the Committee shall at all times be comprised solely of
         two or more outside directors satisfying the requirements of Section
         162(m)(4)(C)(i) of the Code.

                  (f) "Company" means Alumax Inc., a Delaware corporation, or
         any successor corporation.

                  (g) "Designated Participant" means any Participant who is
         designated as such pursuant to Section 3(d).

                  (h) "Executive Group" means the Chief Executive Officer of the
         Company and other key executives of the Company or its subsidiaries who
         have been designated as such by the Chief Executive Officer with
         Committee approval.

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time. References to any provision of the
         Exchange Act shall be deemed to include successor provisions thereto
         and regulations thereunder.

                  (j) "Fair Market Value" means the fair market value of Stock,
         Awards, or other property determined by the Committee or under
         procedures established by the Committee. Unless otherwise determined by
         the Committee, the Fair Market Value of Stock as of any given date
         shall mean the closing sale price of Stock reported on the Composite
         Tape for securities listed on the New York Stock Exchange in The Wall
         Street Journal for such date, or, if no Stock was traded on that date,
         on the next preceding day on which there was such a trade.

                  (k) "ISO" means any Option intended to be and designated as an
         incentive stock option within the meaning of Section 422 of the Code.

                  (l) "Participant" means a person who, as an employee of the
         Company or a subsidiary, has been granted an Award under the Plan.


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                  (m) "Plan" means this 1993 Long Term Incentive Plan as Amended
         and Restated.

                  (n) "Stock" means the Company's Common Stock, $.01 par value,
         and such other securities as may be substituted (or resubstituted) for
         Stock pursuant to Section 4.

3. Administration.

         (a) Authority of the Committee. The Plan shall be administered by the
Committee. The Committee shall have full and final authority, in each case
subject to and consistent with the provisions of the Plan, to select
Participants, grant Awards, determine the type, number, and other terms and
conditions of, and all other matters relating to, Awards, prescribe Award
agreements (which need not be identical for each Participant) and rules and
regulations for the administration of the Plan, construe and interpret the Plan
and Award agreements and correct defects, supply omissions, or reconcile
inconsistencies therein, and to make all other decisions and determinations as
the Committee may deem necessary or advisable for the administration of the
Plan.

         (b) Manner of Exercise of Committee Authority. The Committee shall
exercise sole and exclusive discretion on any matter relating to a Participant
subject to Section 16 of the Exchange Act if and to the extent necessary to
obtain the exemption under Rule 16b-3 under the Exchange Act. Any action of the
Committee shall be final, conclusive, and binding on all persons, including the
Company, its subsidiaries, Participants, persons claiming rights from or through
a Participant, and stockholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee. The Committee may delegate
to officers or managers of the Company or any subsidiary, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to
perform administrative functions and, with respect to Participants not subject
to Section 16 of the Exchange Act, to perform such other functions as the
Committee may determine, to the extent permitted under Rule 16b-3 and applicable
law.

         (c) Limitation of Liability. The Committee may appoint agents to assist
it in administering the Plan. The Committee and each member thereof shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or employee of the Company or a subsidiary, the
Company's independent certified public accountants, consultants or any other
agent assisting in the administration of the Plan. Members of the Committee and
any officer or employee of the Company or a subsidiary acting at the direction
or on behalf of the Committee shall not be personally liable for any action or
determination taken or made in good faith with respect to the Plan, and shall,
to the extent permitted by law, be fully indemnified and protected by the
Company with respect to any such action or determination.

         (d) Performance-Based Awards to "Designated Participants." Prior to
March 31 of each year, the Committee may, in its sole discretion, designate any
Participant, whom it deems likely to be at the time compensation will be paid
under an Award a "covered employee" under Section 162(m) of the Code and whose
compensation may exceed $1 million in such year and be subject to the limitation
on tax deductibility under Section 162(m) of the Code, as a "Designated
Participant" to be granted an Award under this

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Section 3(d) that will not be subject to such limitation on deductibility under
Section 162(m) of the Code. Notwithstanding any provision of the Plan to the
contrary, the Committee may, in its discretion, reduce but not increase the
amount payable under any such Award to such a Designated Participant. All
determinations by the Committee as to the achievement of Performance Objectives
(as described below in Section 6(i)) applicable to such an Award shall be made
in writing, and the Committee may not exercise discretion to modify the
Performance Objectives or the vesting conditions (other than with respect to the
death or disability of such Designated Participant or in the event of a Change
in Control) with respect to such Award if the exercise of such discretion would
cause such Award to fail to qualify as "performance-based compensation" within
the meaning of Section 162(m)(4)(C) of the Code.

         4. Stock Subject to Plan. Subject to adjustment as provided in Section
9(c), the total number of shares of Stock reserved and available for issuance in
connection with Awards under the Plan shall be 3,000,000, plus 10% of the number
of shares issued after the effective date of the Plan (other than any issuance
under the Plan or any other compensation or benefit plan of the Company), except
any shares added as a result of issuances by the Company shall not be available
for grants of ISOs or Stock Appreciation Rights in tandem with ISOs. When Awards
are granted and while they are outstanding, shares relating to an Award will be
counted against the limitation set forth in this Section 4 in accordance with
Rule 16b-3; the Committee may adopt reasonable counting procedures, consistent
with Rule 16b-3, to ensure appropriate counting, avoid double counting (as, for
example, in the case of tandem or substitute awards), and make adjustments if
the number of shares actually distributed differs from the number of shares
previously counted in connection with an Award. Shares subject to an Award that
is forfeited or settled in cash or otherwise terminated without a distribution
of shares to the Participant, including shares withheld in payment of taxes
relating to Awards and the number of shares equal to the number of shares
surrendered in payment of the exercise price of Options (or any other Awards in
the nature of purchase rights) or taxes relating to Awards, will again be
available for Awards under the Plan, except that, if any such shares could not
again be available under Rule 16b-3 for Awards to a Participant who is subject
to Section 16 of the Exchange Act, such shares shall be available exclusively
for Awards to Participants who are not subject to Section 16. Any shares
delivered under the Plan may consist, in whole or in part, of authorized and
unissued shares or treasury shares.

         5. Eligibility. All salaried employees of the Company and its
subsidiaries, including any director or officer who is also such an employee,
are eligible to be granted Awards under the Plan. The foregoing notwithstanding,
directors of the Company who are not salaried employees and members of the
Committee shall not be eligible to be granted Awards under the Plan.

         6. Specific Terms of Awards.

                  (a) General. Awards may be granted on the terms and conditions
         set forth in this Section 6. In addition, the Committee may impose on
         any Award or the exercise thereof, at the date of grant or thereafter
         (subject to Section 9(e)), such additional terms and conditions, not
         inconsistent with the provisions of the Plan, as the Committee shall
         determine, including terms requiring forfeiture of Awards in the event
         of termination of employment by the Participant. The Committee shall
         retain full power to accelerate or waive, at any time, any term or
         condition of an Award that is not mandatory under the Plan. Except in
         cases in which the Committee is specifically authorized to require
         other forms of

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         consideration by the Plan, or to the extent other forms of
         consideration must by paid to satisfy the requirements of the Delaware
         General Corporation Law, only services may be required as consideration
         for the grant (but not the exercise) of any Award.

                  (b) Options. The Committee is authorized to grant Options to
         Participants on the following terms and conditions:

                           (i) Exercise Price. The exercise price per share of
         Stock purchasable under an Option shall be determined by the Committee,
         provided that such exercise price shall be not less than the Fair
         Market Value of a share on the date of grant of such Option except as
         provided under Section 7(a) hereof.

                           (ii) Time and Method of Exercise. The Committee shall
         determine the time or times at which or the circumstances under which
         an Option may be exercised in whole or in part, the methods by which
         such exercise price may be paid or deemed to be paid, the form of such
         payment, including, without limitation, cash, Stock, other Awards or
         awards issued under other Company plans, or other property (including
         notes or other contractual obligations of Participants to make payment
         on a deferred basis, such as through "cashless exercise" arrangements,
         to the extent permitted by applicable law), and the methods by which
         Stock will be delivered or deemed to be delivered to Participants.

                           (iii) ISOs. The terms of any ISO granted under the
         Plan shall comply in all respects with the provisions of Section 422 of
         the Code, including but not limited to the requirements that no ISO
         shall be granted more than ten years after the effective date of the
         Plan, no ISO shall be exercisable more than ten years after the date of
         grant, and ISOs shall not be transferable otherwise than by will or the
         laws of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by the Participant.

                           (iv) Limitation. During any period of five
         consecutive years under the Plan, a Participant may not be granted
         Options covering more than 900,000 shares of Stock.

                  (c) Stock Appreciation Rights. The Committee is authorized to
         grant Stock Appreciation Rights ("SARs") to Participants on the
         following terms and conditions:

                           (i) Right to Payment. An SAR shall confer on the
         Participant to whom it is granted a right to receive, upon exercise
         thereof, the excess of (A) the Fair Market Value of one share of Stock
         on the date of exercise (or, if the Committee shall so determine in the
         case of any such right other than one related to an ISO, the Fair
         Market Value of one share at any time during a specified period before
         or after the date of exercise, or, in the case of a "Limited SAR," the
         Fair Market Value determined by reference to amounts paid or payable in
         connection with a Change in Control of the Company, as specified by the
         Committee), over (B) the grant price of the SAR as determined by the
         Committee as of the date of grant of the SAR.

                           (ii) Other Terms. The Committee shall determine the
         time or times at which and the circumstances under which an SAR may be
         exercised in whole or in part, the method of exercise, method of
         settlement, form of consideration payable in settlement, method by
         which Stock will be delivered or deemed to be delivered to
         Participants, whether

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         or not an SAR shall be in tandem or in combination with any other
         Award, and any other terms and conditions of any SAR. Limited SARs that
         may only be exercised in connection with a Change in Control or other
         event as specified by the Committee may be granted on such terms, not
         inconsistent with this Section 6(c), as the Committee may determine.
         Limited SARs may be either freestanding or in tandem with other Awards.

                           (iii) Limitation. During any period of five
         consecutive years under the Plan, a Participant may not be granted SARs
         covering more than 900,000 shares of Stock.

                  (d) Restricted Stock. The Committee is authorized to grant
         Restricted Stock to Participants on the following terms and conditions:

                           (i) Issuance and Restrictions. Restricted Stock shall
         be subject to such restrictions on transferability and other
         restrictions, if any, as the Committee may impose, which restrictions
         may lapse separately or in combination at such times, under such
         circumstances, in such installments, or otherwise, as the Committee may
         determine. Except to the extent restricted under the terms of the Plan
         and any Award agreement relating to the Restricted Stock, a Participant
         granted Restricted Stock shall have all of the rights of a stockholder
         including, without limitation, the right to vote Restricted Stock or
         the right to receive dividends thereon.

                           (ii) Forfeiture. Except as otherwise determined by
         the Committee, upon termination of employment during the applicable
         restriction period, Restricted Stock that is at that time subject to
         restrictions shall be forfeited and reacquired by the Company; provided
         that the Committee may provide, by rule or regulation or in any Award
         agreement, or may determine in any individual case, that restrictions
         or forfeiture conditions relating to Restricted Stock will be waived in
         whole or in part in the event of terminations resulting from specified
         causes, and the Committee may in other cases waive in whole or in part
         the forfeiture of Restricted Stock.

                           (iii) Certificates for Stock. Restricted Stock
         granted under the Plan may be evidenced in such manner as the Committee
         shall determine. If certificates representing Restricted Stock are
         registered in the name of the Participant, the Committee may require
         such certificates to bear an appropriate legend referring to the terms,
         conditions, and restrictions applicable to such Restricted Stock, the
         Company to retain physical possession of the certificates, and/or the
         Participant to deliver a stock power to the Company, endorsed in blank,
         relating to the Restricted Stock.

                           (iv) Dividends. Dividends paid on Restricted Stock
         shall be either paid at the dividend payment date in cash or in shares
         of unrestricted Stock having a Fair Market Value equal to the amount of
         such dividends, or the payment of such dividends shall be deferred
         and/or the amount or value thereof automatically reinvested in
         additional Restricted Stock, other Awards, or other investment
         vehicles, as the Committee shall determine or permit the Participant to
         elect. Unless otherwise determined by the Committee, Stock distributed
         in connection with a Stock split or Stock dividend, and other property
         distributed as a dividend, shall be subject to restrictions and a risk
         of forfeiture to the same extent as the Restricted Stock with respect
         to which such Stock or other property has been distributed.


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                           (v) Limitation. During any period of five consecutive
         years under the Plan, a Participant may not be granted Restricted Stock
         covering more than 900,000 shares of Stock.

                  (e) Deferred Stock (Restricted Stock Units). The Committee is
         authorized to grant Deferred Stock to Participants, subject to the
         following terms and conditions:

                           (i) Award and Restrictions. Delivery of Stock will
         occur upon expiration of the deferral period specified for an Award of
         Deferred Stock by the Committee (or, if permitted by the Committee, as
         elected by the Participant). In addition, Deferred Stock shall be
         subject to such restrictions as the Committee may impose, if any, which
         restrictions may lapse at the expiration of the deferral period or at
         earlier specified times, separately or in combination, in installments,
         or otherwise, as the Committee may determine.

                           (ii) Forfeiture. Except as otherwise determined by
         the Committee, upon termination of employment (as determined under
         criteria established by the Committee) during the applicable deferral
         period or portion thereof to which forfeiture conditions apply (as
         provided in the Award agreement evidencing the Deferred Stock), all
         Deferred Stock that is at that time subject to deferral (other than a
         deferral at the election of the Participant) shall be forfeited;
         provided that the Committee may provide, by rule or regulation or in
         any Award agreement, or may determine in any individual case, that
         restrictions or forfeiture conditions relating to Deferred Stock will
         be waived in whole or in part in the event of terminations resulting
         from specified causes, and the Committee may in other cases waive in
         whole or in part the forfeiture of Deferred Stock.

                           (iii) Limitation. During any period of five
         consecutive years under the Plan, a Participant may not be granted
         Deferred Stock covering more than 900,000 shares of Stock.

                  (f) Bonus Stock and Awards in Lieu of Cash Obligations. The
         Committee is authorized to grant Stock as a bonus, or to grant Stock or
         other Awards in lieu of Company obligations to pay cash under other
         plans or compensatory arrangements, provided that, in the case of
         Participants subject to Section 16 of the Exchange Act, such cash
         amounts are determined under such other plans or the Participant's
         election to receive an Award in lieu of such Company obligations is
         made in a manner that complies with applicable requirements of Rule
         16b-3 so that the acquisition of Stock or Awards hereunder shall be
         exempt from liability under Section 16(b) of the Exchange Act. Stock or
         Awards granted hereunder shall be subject to such other terms as shall
         be determined by the Committee. During any period of five consecutive
         years under the Plan, a Participant may not be granted more than
         900,000 shares of bonus Stock or other Awards in lieu of cash
         obligations. In addition, during any calendar year under the Plan, a
         Participant may not be granted under the Plan bonus Stock or other
         Awards in lieu of cash obligations valued at more than $3,000,000.

                  (g) Dividend Equivalents. The Committee is authorized to grant
         Dividend Equivalents to a Participant, entitling the Participant to
         receive cash, Stock, other Awards, or other property equal in value to
         dividends paid with respect to a specified number of shares of Stock,
         or other periodic payments. Dividend Equivalents may be awarded on a
         free-standing basis or in connection with another Award. The Committee
         may provide that

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         Dividend Equivalents will be paid or distributed when accrued or will
         be deemed to have been reinvested in additional Stock, Awards, or other
         investment vehicles as the Committee may specify.

                  (h) Other Stock-Based Awards. The Committee is authorized,
         subject to limitations under applicable law, to grant to Participants
         such other Awards that may be denominated or payable in, valued in
         whole or in part by reference to, or otherwise based on, or related to,
         Stock, as deemed by the Committee to be consistent with the purposes of
         the Plan, including, without limitation, convertible or exchangeable
         debt securities, other rights convertible or exchangeable into Stock,
         purchase rights for Stock, Awards with value and payment contingent
         upon performance of the Company or any other factors designated by the
         Committee, and Awards valued by reference to the book value of Stock or
         the value of securities of or the performance of specified
         subsidiaries. The Committee shall determine the terms and conditions of
         such Awards. Stock delivered pursuant to an Award in the nature of a
         purchase right granted under this Section 6(h) shall be purchased for
         such consideration, paid for at such times, by such methods, and in
         such forms, including, without limitation, cash, Stock, other Awards,
         or other property, as the Committee shall determine. Cash awards, as an
         element of or supplement to any other Award under the Plan, may also be
         authorized pursuant to this Section 6(h). During any period of five
         consecutive years under the Plan, a Participant may not be granted
         awards under both Sections 6(h) and 6(i) of the Plan covering more than
         900,000 shares of Stock. In addition, during any calendar year a
         Participant shall not be granted Awards under both Sections 6(h) and
         6(i) of the Plan having an aggregate value of more than $3,000,000.

                  (i) Performance Awards. Subject to the following provisions,
         Performance Awards expressed as amounts of cash, Stock, a percentage of
         an award pool specified by the Committee or other Awards may be granted
         by the Committee in such form and upon such terms and conditions as the
         Committee, in its discretion, may from time to time determine. Each
         Performance Award shall specify the range and nature of the payment
         which may be received by the Participant based upon the range of
         performance to be achieved for specified Performance Objectives within
         a specified Performance Period, as hereinafter defined.

                         (i) Performance Period. The Performance Period with 
         respect to each Performance Award shall be the period of time within
         which the Performance Objectives relating to that Award are to be
         achieved.

                         (ii) Performance Objectives, Performance Award Targets 
         and Award Ranges. Performance Objectives may specify measures or
         performance of the Company as a whole, subsidiaries, or business units
         within the Company or subsidiaries, measures of individual performance
         of the Participant, or such other objectives (and combinations of
         objectives), the achievement of which is expected to benefit the
         Company and its stockholders. Performance Objectives for a Performance
         Period may be established by the Committee with respect to an Award to
         a Designated Participant from among the following: consolidated,
         subsidiary or business unit operating profits before interest expense
         and taxes, consolidated, subsidiary or business unit pre-tax profits,
         consolidated, subsidiary or business unit cash flow, net income,
         earnings per share, return on average equity, and/or return on invested
         capital. The Performance Objectives applicable to any year shall be
         established by the Committee on or before March 31 of such year. A
         single Performance

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         Objective may be specified for different groups of Participants or for
         individual Participants. As soon as practicable, the Committee (or the
         Chief Executive Officer of the Company, if assigned by the Committee)
         shall establish target Performance Awards and, if deemed appropriate,
         Performance Award ranges for each Performance Period. Such target
         Performance Awards will specify the amount payable to each Participant
         upon 100% achievement of the Performance Objectives applicable to such
         Participant. In addition, ranges may be established to determine
         whether, and the extent to which, a portion of the Performance Award
         shall be payable to a Participant if the applicable Performance
         Objectives are not fully achieved, and whether, and the extent to
         which, payments in addition to the target Performance Award shall be
         made if the applicable Performance Objectives are exceeded.

         The Committee (or the Chief Executive Officer, if assigned by the
         Committee) is authorized at any time during or after a Performance
         Period, in its sole and absolute discretion, to adjust, modify, or
         specify new Performance Objectives, target Performance Award ranges,
         and related terms and conditions, (x) in recognition of extraordinary
         or nonrecurring items affecting the financial statements of the Company
         or any subsidiary, or in response to changes in applicable laws,
         regulations, or accounting principles, (y) with respect to any
         Participant whose position or duties with the Company or any subsidiary
         changes during a Performance Period, or (z) with respect to any person
         who first becomes a Participant after the first date of the Performance
         Period.

                         (iii) Earning of Performance Awards. As promptly as
         practicable following the end of each Performance Period, the Committee
         (or the Chief Executive Officer, if assigned by the Committee) shall
         determine whether and the extent to which Performance Objectives
         applicable to Participants were achieved and the Performance Awards
         that correspond to such achievement and/or allocations as specified
         under the Performance Award ranges for the Performance Period. The
         Committee may, in its sole and absolute discretion, in view of the
         Committee's assessment of the business strategy of the Company and
         subsidiaries, performance of comparable organizations, economic and
         business conditions, and any other circumstances deemed relevant,
         increase or decrease final Performance Award amounts.

                         (iv) Termination of Employment. If a Participant's
         employment has terminated prior to completion of a Performance Period,
         the extent to which a Performance Award shall be deemed to have been
         earned and payable shall be determined by the Committee, in its sole
         discretion, at or after the time of grant.

                         (v) Distributions. A Performance Award, to the extent 
         that it has been earned, may be distributed in cash, Stock or other
         Awards, in a lump sum, in installments, or a combination thereof as
         determined by the Committee, in its sole discretion, at or after the
         time of grant.

7.       Certain Provisions Applicable to Awards.

         (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or award granted under any plan of the Company, any
subsidiary, or any business entity to be

                                      - 9 -

<PAGE>   13



acquired by the Company or a subsidiary, or any other right of a Participant to
receive payment from the Company or any subsidiary. Such additional, tandem, and
substitute or exchange Awards may be granted at any time. If an Award is granted
in substitution or exchange for another Award or award, the Committee shall
require the surrender of such other Award or award in consideration for the
grant of the new Award. In addition, grants of Awards in lieu of cash
compensation, including in lieu of cash amounts payable under other plans of the
Company, in which the value of Stock subject to the Award is equal to the value
of the cash compensation (for example, Deferred Stock or Restricted Stock), or
in which the exercise price, grant price, or purchase price of the Award in the
nature of a right that may be exercised is equal to Fair Market Value of the
underlying Stock minus the value of the cash compensation surrendered (for
example, Options granted with an exercise price "discounted" by the amount of
the cash compensation surrendered), are specifically authorized.

         (b) Performance Conditions. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Committee. Any
Award subject to such conditions may be denominated "performance shares,"
"performance units," or any other title deemed appropriate by the Committee.

         (c) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years (or such shorter term as may be required under Section 422 of the Code).

         (d) Form of Payment Under Awards; Deferrals. Subject to the terms of
the Plan and any applicable Award agreement, payments to be made by the Company
or a subsidiary upon the exercise of an Option or other Award or settlement of
an Award may be made in such forms as the Committee shall determine, including,
without limitation, cash, Stock, other Awards, or other property, and may be
made in a single payment or transfer, in installments, or on a deferred basis.
Installment or deferred payments may be required by the Committee (subject to
Section 9(e) of the Plan) or permitted at the election of the Participant.
Payments may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents in respect of installment or deferred
payments denominated in Stock.

         (e) Rule 16b-3 Compliance.

              (i)   Six-Month Holding Period. Unless a Participant could 
otherwise transfer Stock acquired under the Plan without incurring liability
under Section 16(b) of the Exchange Act, (a) Stock acquired under the Plan other
than upon exercise of a derivative security shall be held for at least six
months from the date of acquisition, and (b) at least six months shall elapse
from the date of acquisition of a derivative security to the date of disposition
of the derivative security (other than upon exercise or conversion) or
disposition of any Stock acquired upon exercise or conversion of such derivative
security.

              (ii)     Other Rule 16b-3 Compliance Provisions.  It is the 
intent of the Company that this Plan comply in all respects with applicable 
provisions of Rule 16b-3 or

                                     - 10 -

<PAGE>   14

Rule 16a-1(c)(3) (as in effect prior to August 15, 1996) under the Exchange Act
in connection with any grant of Awards to or other transaction by a Participant
who is subject to Section 16 of the Exchange Act (except for transactions
exempted under alternative Exchange Act Rules or acknowledged in writing to be
non-exempt by such Participant). Accordingly, if any provision of this Plan or
any Award agreement does not comply with the requirements of Rule 16b-3 or Rule
16a-1(c)(3) as then applicable to any such transaction, such provision will be
construed or deemed amended to the extent necessary to conform to the
applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such
Participant shall avoid liability under Section 16(b). In addition, the per
share exercise price of any Option, grant price of any SAR, or purchase price
of any other Award conferring a right to purchase Stock shall be not less than
any specified percentage of the Fair Market Value of Stock at the date of grant
of the Award then required in order to comply with Rule 16b-3.

8.   Change in Control.

         (a) Definition of "Change In Control." For purposes of this Plan, the
term "Change in Control" shall mean the occurrence of any of the following
events after consummation of the spin-off of Stock by AMAX Inc. which resulted
in the registration of the Stock under Section 12 of the Exchange Act:

                     (i) any person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 20 percent or more of
the combined voting power of the Company's then-outstanding securities (a "20%
Beneficial Owner"); provided, however, that (a) the term "20% Beneficial Owner"
shall not include any Beneficial Owner who has crossed such 20 percent threshold
solely as a result of an acquisition of securities directly from the Company, or
solely as a result of an acquisition by the Company of Company securities, until
such time thereafter as such person acquires additional voting securities other
than directly from the Company and, after giving effect to such acquisition,
such person would constitute a 20% Beneficial Owner; and (b) with respect to any
person eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the
Exchange Act with respect to Company securities (an "Institutional Investor"),
there shall be excluded from the number of securities deemed to be beneficially
owned by such person a number of securities representing not more than 10
percent of the combined voting power of the Company's then-outstanding
securities;

                     (ii) during any period of two consecutive years beginning
after the Stock first became registered under Section 12 of the Exchange Act,
individuals who at the beginning of such period constitute the Board together
with those individuals who first became Directors during such period (other than
by reason of an agreement with the Company in settlement of a proxy contest for
the election of directors) and whose election or nomination for election to the
Board was approved by a vote of at least two-thirds (2/3) of the Directors then
still in office who either were Directors at the beginning of the period or
whose election or nomination for election was previously so approved (the
"Continuing Directors"), cease for any reason to constitute a majority of the
Board;

                     (iii) the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company, or a reverse
stock split of any class of voting securities of the Company, or the
consummation of any such transaction if stockholder approval is not obtained,
other than any such transaction which would result

                                     - 11 -

<PAGE>   15



in at least 75% of the total voting power represented by the voting securities
of the Company or the surviving entity outstanding immediately after such
transaction being beneficially owned by persons who together owned at least 75%
of the combined voting power of the voting securities of the Company outstanding
immediately prior to such transaction, with the relative voting power of each
such continuing holder compared to the voting power of each other continuing
holder not substantially altered as a result of the transaction; provided that,
for purposes of this paragraph (iii), such continuity of ownership (and
preservation of relative voting power) shall be deemed to be satisfied if the
failure to meet such 75% threshold (or to preserve such relative voting power)
is due solely to the acquisition of voting securities by an employee benefit
plan of the Company or such surviving entity or any subsidiary of the Company or
such surviving entity;

                     (iv)     the stockholders of the Company approve a plan of 
complete liquidation or dissolution of the Company or an agreement for the sale
or disposition of all or substantially all the assets of the Company; or

                     (v)      any other event which a majority of the members 
of  the Committee who are Continuing Directors determines shall constitute a 
Change in Control for purposes of this Plan;

provided, however that a Change in Control shall not be deemed to have occurred
if one of the following exceptions applies:

(1)      Unless a majority of the members of the Committee who are Continuing
         Directors determines that the exception set forth in this paragraph (1)
         shall not apply, none of the foregoing conditions would have been
         satisfied but for one or more of the following persons acquiring or
         otherwise becoming the Beneficial Owner of securities of the Company:
         (A) any person who has entered into a binding agreement with the
         Company, which agreement has been approved by two-thirds (2/3) of the
         Continuing Directors, limiting the acquisition of additional voting
         securities by such person, the solicitation of proxies by such person
         or proposals by such person concerning a business combination with the
         Company (a "Standstill Agreement"); (B) any employee benefit plan, or
         trustee or other fiduciary thereof, maintained by the Company or any
         subsidiary of the Company; (C) any subsidiary of the Company; or (D)
         the Company.

(2)      Unless a majority of the members of the Committee who are Continuing
         Directors determines that the exception set forth in this paragraph (2)
         shall not apply, none of the foregoing conditions would have been
         satisfied but for the acquisition by the Company of another entity
         (whether by merger or consolidation, the acquisition of stock or
         assets, or otherwise) in exchange, in whole or in part, for securities
         of the Company, provided that, immediately following such acquisition,
         the Continuing Directors constitute a majority of the Board, or a
         majority of the board of directors of any other surviving entity, and,
         in either case, no agreement, arrangement or understanding exists at
         that time which would cause such Continuing Directors to cease
         thereafter to constitute a majority of the Board or of such other board
         of directors.


                                     - 12 -

<PAGE>   16

(3)      A majority of the members of the Committee who are Continuing Directors
         determines that a Change in Control shall be deemed not to have
         occurred.

Notwithstanding the foregoing, unless otherwise determined by a majority of the
Committee who are Continuing Directors, no Change in Control shall be deemed to
have occurred with respect to a particular Participant if the Change in Control
results from actions or events in which such Participant is a participant in a
capacity other than solely as an officer, employee, or director of the Company.

For purposes of the foregoing definition of Change in Control, the term
"Beneficial Owner," with respect to any securities, shall mean any person who,
directly or indirectly, has or shares the right to vote or dispose of such
securities or otherwise has "beneficial ownership" of such securities (within
the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on the
effective date of the Plan) under the Exchange Act, including pursuant to any
agreement, arrangement, or understanding (whether or not in writing); provided,
however, that (i) a person shall not be deemed the Beneficial Owner of any
security as a result of any agreement, arrangement, or understanding to vote
such security (A) arising solely from a revocable proxy or consent solicited
pursuant to, and in accordance with, the applicable provisions of the Exchange
Act and the rules and regulations thereunder or (B) made in connection with, or
otherwise to participate in, a proxy or consent solicitation made, or to be
made, pursuant to, and in accordance with, the applicable provisions of the
Exchange Act and the rules and regulations thereunder, in either case described
in clause (A) or clause (B) above whether or not such agreement, arrangement or
understanding is also then reportable by such person on Schedule 13D under the
Exchange Act (or any comparable or successor report), and (ii) a person engaged
in business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any securities acquired through such person's participation
in good faith in a firm commitment underwriting until the expiration of forty
days after the date of such acquisition.

         (b) Definition of "Change in Control Stock Value." "Change in Control
Stock Value" shall mean the value of a share of Stock determined as follows:

                     (i) if the Change in Control results from an event
described in clause (iii) of the Change in Control definition in Section 8(a),
the highest per share price paid for shares of Stock of the Company in the
transaction resulting in the Change in Control;

                     (ii) if the Change in Control results from an event
described in clauses (i), (ii) or (v) of the Change in Control definition in
Section 8(a) and no event described in clauses (iii) or (iv) of the Change in
Control definition in Section 8(a) has occurred in connection with such Change
in Control, the highest sale price of a share of Stock of the Company on any
trading day during the sixty (60) consecutive trading days immediately preceding
and following the date of such Change in Control as reported on the New York
Stock Exchange Composite Tape and published in the Wall Street Journal; or

                     (iii) if the Change in Control results from an event
described in clause (iv) of the Change in Control definition in Section 8(a),
the price per share at which shares of Stock are redeemed or exchanged by their
holders in the transaction described in such clause (iv).

                                     - 13 -

<PAGE>   17



         (c) Definition of "Change in Control Settlement Value." "Change in
Control Settlement Value" shall mean, with respect to a share of Stock, the
excess of the Change in Control Stock Value over the exercise, grant, or base
price of an Award covering such share of Stock, provided that, with respect to
any Option which is an ISO immediately prior to the election to receive the
Change in Control Settlement Value, the Change in Control Settlement Value shall
not exceed the maximum amount permitted for such Option to continue to qualify
as an ISO.

         (d) Acceleration and Cash-Out Upon a Change in Control. Notwithstanding
any other provisions of this Plan to the contrary (except the provisions of
Section 7(e) hereof), in the event of a Change in Control the following
provisions shall apply:

               (i) All outstanding Awards on the date of the Change in Control 
in the nature of a right that may be exercised not previously exercisable shall
become fully and immediately exercisable on the date of such Change in Control,
and such Awards shall not be subject to termination upon the termination of
employment of the Participant; and

               (ii) Unless waived by a given Participant, the restrictions, 
deferral periods and limitations, and forfeiture conditions applicable to any
other Award granted under the Plan shall lapse and such Awards shall be deemed
fully vested, subject only to the restrictions on dispositions of equity
securities set forth in Section 7(e); and

               (iii) Section 6(b)(iv) notwithstanding, any optionee who
holds an Option shall be entitled to elect, during the 60-day period immediately
following such Change in Control, in lieu of acquiring the shares of Stock
covered by such Option, to receive, and the Company shall be obligated to pay,
the Change in Control Settlement Value (as defined in Section 8(c) hereof) with
respect to shares of Stock up to the number of shares covered by such Option,
which amount shall be paid in cash; and

               (iv) A Participant shall be entitled to elect, during the
60-day period immediately following such Change in Control, to surrender any
other Award and receive, in full settlement thereof, and the Company shall be
obligated to pay, the Change in Control Settlement Value with respect to the
number of shares of Stock covered by an Award in the nature of a right that may
be exercised, or the Change in Control Stock Value with respect to the number of
shares of Stock covered by any other type of Award, which amount shall in either
case be paid in cash; and

               (v) Notwithstanding the provisions of Section 9(a), the
Board shall not, at any time following a Change in Control, impose any
conditions on any outstanding Award that have not been previously imposed as of
the date of such Change in Control, unless, in the written opinion of
independent counsel to the Company, such condition is necessary to comply with
any federal, state, or local securities or other law or regulation, or the rules
of any applicable securities exchange, and, in the good faith opinion of the
Board, compliance with such law, regulation or rule without the imposition of
such condition would be impracticable; and

               (vi) In lieu of any other form of settlement authorized
under this Section 8(d), a Participant may elect under terms set by and subject
to approval of the Committee to receive Deferred Stock or Restricted Stock, or,
if authorized by the Committee, other

                                     - 14 -

<PAGE>   18

deferred forms of payment, in order to defer federal income taxation of the
Participant with respect to amounts payable hereunder; and

             (vii) notwithstanding the provisions of Section 9(e) hereof, the 
provisions of this Section 8 may not be amended in any respect following a
Change in Control except with the consent of any affected Participant.

         (e) No Non-Exempt Section 16(b) Purchases Triggered. No Participant who
is then subject to Section 16 of the Exchange Act shall have any right to
receive a cash payment under Section 8(d) hereof if the acquisition of such
right would, under the circumstances, constitute a non-exempt purchase for
purposes of Section 16(b) of the Exchange Act.

9.       General Provisions.

         (a) Compliance With Legal and Other Requirements. The Plan, the grant,
exercise, and settlement of Awards thereunder, and the other obligations of the
Company under the Plan and any Award agreement shall be subject to all
applicable federal and state laws, rules, and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company may, in
its discretion, postpone the issuance or delivery of Stock under any Award until
completion of such registration or qualification of such Stock or other required
action under any federal or state law, rule, or regulation, listing or other
required action with respect to any stock exchange or automated quotation system
upon which the Stock or other Company securities are listed or designated, or
compliance with any other contractual obligation of the Company, as the Company
may consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Stock in compliance with applicable
laws, rules, and regulations, listing or designation, or other contractual
obligations.

         (b) Limits on Transferability; Beneficiaries. No Award or other right
or interest of a Participant under the Plan, including any Award or right which
constitutes a derivative security as generally defined in Rule 16a-1(c) (as in
effect prior to August 15, 1996) under the Exchange Act, shall be pledged,
hypothecated, or otherwise encumbered or subject to any lien, obligation, or
liability of such Participant to any party (other than the Company or a
subsidiary), or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution or to a Beneficiary upon the death
of a Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative, except that Awards and other rights
(other than ISOs and SARs in tandem therewith) may be transferred to one or
more Beneficiaries or other transferees during the lifetime of the Participant
in connection with the Participant's estate planning, and may be exercised by
such transferees in accordance with the terms of such Award, but only if and to
the extent such transfers are then permitted under Rule 16b-3, consistent with
the registration of the offer and sale of Stock on Form S-8 or a successor
registration form of the Securities and Exchange Commission or such other form
of registration statement as has in fact been filed in connection with the
Plan, and permitted by the Committee (subject to any terms and conditions which
the Committee may impose thereon). A Beneficiary, transferee, or other person
claiming any rights under the Plan from or through any Participant shall be
subject 


                                     - 15 -

<PAGE>   19
to all terms and conditions of the Plan and any Award agreement applicable to
such Participant, except as otherwise determined by the Committee, and to any
additional terms and conditions deemed necessary or appropriate by the
Committee.

         (c) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock which may thereafter be issued in connection with Awards, (ii) the
number and kind of shares of Stock issued or issuable in respect of outstanding
Awards, and (iii) the exercise price, grant price, or purchase price relating to
any Award or, if deemed appropriate, make provision for payment of cash or other
property with respect to any outstanding Award; provided, in each case, that,
with respect to ISOs, no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section 422 of the Code. In
addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any subsidiary or the financial
statements of the Company or any subsidiary, or in response to changes in
applicable laws, regulations, accounting principles, tax rates and regulations
or business conditions.

         (d) Taxes. The Company or any subsidiary is authorized to withhold from
any Award granted, any payment relating to an Award under the Plan, including
from a distribution of Stock, or any payroll or other payment to a Participant,
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority for the Company to withhold or receive
Stock or other property and to make cash payments in respect thereof in
satisfaction of a Participant's tax obligations, either on a mandatory or
elective basis in the discretion of the Committee.

         (e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at the annual meeting next following such Board action if such
stockholder approval is required by any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the Stock
may then be listed or quoted, and the Board may otherwise, in its discretion,
determine to submit other such changes to the Plan to stockholders for approval;
provided that, without the consent of an affected Participant, no such Board
action may materially and adversely affect the rights of such Participant under
any Award theretofore granted to him. The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award agreement relating thereto; provided that,
without the consent of an affected Participant, no such Committee action may
materially and adversely affect the rights of such Participant

                                     - 16 -

<PAGE>   20



under such Award. The foregoing notwithstanding, any performance condition
specified in connection with an Award shall not be deemed a fixed contractual
term, but shall remain subject to adjustment by the Committee, in its
discretion, at any time in view of the Committee's assessment of the Company's
strategy, performance of comparable companies, and other circumstances.

         (f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any Participant or
employee the right to be retained in the employ of the Company or any of its
subsidiaries, (ii) interfering in any way with the right of the Company or any
of its subsidiaries to terminate any Participant's or employee's employment at
any time, (iii) giving a Participant or employee any claim to be granted any
Award under the Plan or to be treated uniformly with other Participants and
employees, or (iv) conferring on a Participant any of the rights of a
stockholder of the Company unless and until Stock is duly issued or transferred
to the Participant in accordance with the terms of the Award.

         (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or obligation to issue
Stock pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general
creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Stock, other Awards, or other property, or
make other arrangements, to meet the Company's obligations under the Plan. Such
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the consent of each
affected Participant. The trustee of the trust may be authorized to dispose of
trust assets and reinvest the proceeds in alternative investments, subject to
such terms and conditions as the Committee may specify and in accordance with
applicable law.

         (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable.

         (i) Payments In the Event of Forfeitures; Fractional Shares. In the
event of a forfeiture of an Award with respect to which a Participant paid cash
or other consideration in order to satisfy requirements of the Delaware General
Corporation Law, the Participant shall be repaid the amount of such cash or
other consideration. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         (j) Governing Law; Arbitration. The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan, and any Award
agreement shall be determined in accordance with the Delaware General
Corporation Law, to the extent applicable, other laws (including those governing
contracts) of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable federal law. If any provision hereof shall be
held by a court of competent jurisdiction to be invalid and

                                     - 17 -

<PAGE>   21


unenforceable, the remaining provisions shall continue to be fully effective.
Any dispute or controversy arising under or in connection with this Plan shall
be settled exclusively by arbitration in Atlanta, Georgia by three arbitrators
in accordance with the rules of the American Arbitration Association in effect
at the time of submission to arbitration. Judgement may be entered on the
arbitrators' award in any court having jurisdiction. For purposes of settling
any dispute or controversy arising hereunder or for the purpose of entering any
judgement upon an award rendered by the arbitrators, the Company and the
Participant hereby consent to the jurisdiction of any or all of the following
courts: (i) the United States District Court for the Northern District of
Georgia, (ii) any of the courts of the State of Georgia, or (iii) any other
court having jurisdiction. The Company and the Participant hereby waive, to the
fullest extent permitted by applicable law, any objection which it may now or
hereafter have to such jurisdiction and any defense of inconvenient forum. The
Company and the Participant hereby agree that a judgement upon an award rendered
by the arbitrators may be enforced in other jurisdictions by suit on the
judgement or in any other manner provided by law.

         (k) Effective Date; Plan Termination. The Plan became effective upon
its approval by stockholders of the Company on October 28, 1993. The amendment
and restatement of the Plan shall become effective upon its approval by the
stockholders of the Company at the 1995 Annual Meeting. The Plan shall terminate
at such time as no Stock remains available for issuance pursuant to Section 4
and the Company has no further obligations with respect to any Award granted
under the Plan.


                                     - 18 -