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                                                                   EXHIBIT 10.04




                                   ALUMAX INC.

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

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                                 ALUMAX INC.

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              1993 ANNUAL INCENTIVE PLAN AS AMENDED AND RESTATED
                     AS FUTHER AMENDED ON OCTOBER 3, 1996

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<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>      <C>                                                                              <C>
1.       Purpose... ................................................................      1

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

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

4.       Awards.....................................................................      4

         (a)      Performance Objectives, Target Awards and Award Levels............      4

         (b)      Determination of Awards...........................................      5

         (c)      Payment of Final Awards...........................................      6

5.       General Provisions.........................................................      7

         (a)      Taxes.............................................................      7

         (b)      Limitations on Rights Conferred under Plan and Beneficiaries......      7

         (c)      Unfunded Status of Awards; Creation of Trusts.....................      8

         (d)      Governing Law; Arbitration........................................      8

         (e)      Amendment and Termination of Plan and Awards......................      8

         (f)      Effective Date....................................................      8

6.       Change in Control..........................................................      9

         (a)      Payment of Awards.................................................      9

         (b)      Termination of Employment After a Change in Control...............      9

         (c)      Amendment and Termination of Plan and Awards......................      9

         (d)      Other Plan Provisions Unaffected..................................      9
</TABLE>
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                                   ALUMAX INC.

               1993 ANNUAL INCENTIVE PLAN AS AMENDED AND RESTATED


         1.       Purpose. The purpose of this 1993 Annual Incentive Plan as
Amended and Restated (the "Plan") is to assist Alumax Inc. (the "Company") and
its subsidiaries in motivating high performance employees who occupy key
positions and contribute to the growth and annual profitability of the Company
and its subsidiaries through the award of annual incentives.

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

                  (a) "Award" means the fixed amount, percentage of Salary, or
         portion of an Award Pool payable to a Participant as determined
         pursuant to Section 4.

                  (b) "Award Level" means the percentage of a fixed amount or
         Salary, or portion of an Award Pool, payable to a Participant based on
         the level of Performance Objectives achievement as determined pursuant
         to Section 4(a).

                  (c) "Award Pool" means a pool of funds specified by the
         Committee (or the CEO, if assigned by the Committee), the source and
         amount of which are determinable based on a formula or other
         specification, out of which pool Awards may be allocated or made on a
         discretionary basis to Participants. Award Pools may be designated for
         the Company, one or more subsidiaries, or any business division or unit
         thereof, and multiple Award Pools may be designated in any Performance
         Year.

                  (d) "Beneficial Owner" is defined in Section 8 of the
         Company's 1993 Long Term Incentive Plan.

                  (e) "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.

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

                  (g) "Cause" means (i) the willful and continued failure by the
         Participant to perform substantially his/her duties with the Company
         (other than any such failure resulting from the Participant's
         incapacity due to physical or mental illness) after a written demand
         for substantial performance is delivered to the Participant by the CEO
         or the President of the Company which specifically identifies the
         manner in which the Participant has not substantially performed his
         duties, (ii) the willful engagement by the Participant in conduct which
         is not authorized by the Board of Directors of the Company or within
         the normal course of the Participant's business decisions and is known
         by the Participant to be materially detrimental to the best interests
         of the Company or any of its subsidiaries, or (iii) the willful
         engagement by the Participant in illegal
<PAGE>   4
         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 Participant 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 Participant in good
         faith and in the best interests of the Company. Notwithstanding the
         foregoing, a Participant 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 Participant 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 Participant and an opportunity for him, together with his
         counsel, to be heard before the Board, finding that, in the good faith
         opinion of the Board of Directors, the Participant was guilty of the
         conduct set forth above in (i), (ii) or (iii) of this subparagraph and
         specifying the particulars thereof in detail.

                  (h) "CEO" means the Chief Executive Officer of the Company.

                  (i) "Change in Control" is defined in Section 8 of the
         Company's 1993 Long Term Incentive Plan as Amended and Restated.

                  (j) "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 thereto and regulations
         thereunder.

                  (k) "Committee" means the Human Resources and Compensation
         Committee of the Board, 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.

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

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

                  (n) "Eligible Employee" means each officer and other salaried
         employees of the Company or its subsidiaries who are deemed to impact
         the Company's annual results, as determined by the Committee.

                  (o) "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.

                  (p) "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.

                  (q) "Participant" means an Eligible Employee designated to
         participate in the Plan for a designated Performance Year.


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<PAGE>   5
                  (r) "Plan" means this Alumax Inc. 1993 Annual Incentive Plan
         as Amended and Restated.

                  (s) "Performance Objectives" mean the measures of performance
         specified by the Committee (or the CEO, if assigned by the Committee)
         in accordance with Section 4(a), the achievement of which will trigger
         the vesting of Awards.

                  (t) "Performance Year" means the calendar year performance
         during all or part of which a Participant's entitlement to receive
         payment of an Award is based.

                  (u) "Salary" means a Participant's annual base salary rate as
         in effect on September 30 of each Performance Year or, in the event of
         a Participant's termination during a Performance Year, on the date of
         termination.

                  (v) "Spinoff" means the distribution of shares of Common
         Stock, $.01 par value, of the Company by AMAX Inc. to shareholders of
         AMAX Inc. in connection with which the Company registered such class of
         Common Stock with the Securities and Exchange Commission under Section
         12 of the Exchange Act.

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

                  (x) "Target Award" means a fixed amount, specified percentage
         of a Participant's Salary, or specified portion of an Award Pool (or
         combination thereof) payable based upon 100% achievement of Performance
         Objectives.

         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


                                      - 3 -
<PAGE>   6
         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 Performance 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 Section 3(d) that will
         not be subject to such limitations 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 4(a)(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.       Awards

                  (a) Performance Objectives, Target Awards and Award Levels.

                      (i)    Prior to March 31 of each Performance Year, the 
         Committee (or the CEO, if assigned by the Committee) shall establish
         Performance Objectives for such Performance Year. Performance
         Objectives may specify measures of performance of the Company as a
         whole, subsidiaries, or other 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. A
         single Performance Objective may be specified for all Participants, or
         separate Performance Objectives may be specified for different groups
         of Participants or for individual Participants. The Performance
         Objectives that may be established with respect to an Award in a
         Performance Year to Designated Participants are 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 cashflow, net income,
         earnings per share, return on average equity, and/or return on invested
         capital.


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<PAGE>   7
                      (ii)   Prior to March 31 of each Performance Year, the
         Committee (or the CEO, if assigned by the Committee) shall establish
         Target Awards and, if deemed appropriate, Award Levels and/or Award
         Pools. Such Target Awards will specify the Award payable to each
         Participant upon 100% achievement of the Performance Objectives
         applicable to such Participant. In addition, Award Levels may be
         established to determine whether, and the extent to which, a portion of
         the Target 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 Award shall be made
         if the applicable Performance Objectives are exceeded. In addition,
         Award Pools may be established on a formula or discretionary basis, and
         the payment of Awards and the amount of Awards may be contingent on the
         allocation of funds to such Award Pools.

                      (iii)  The Committee (or the CEO, if assigned by the
         Committee) is authorized at any time during or after a Performance
         Year, in its sole and absolute discretion, to adjust, modify, or
         specify new Performance Objectives, Target Awards, Award Levels, Award
         Pools, 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 Year, or (z) with respect
         to any person who first becomes a Participant after the first day of
         the Performance Year.

                      (iv)   The maximum Award that may be made to any 
         Participant in any Performance Year shall be $3,000,000.

                  (b) Determination of Awards.

                      (i)    As promptly as practicable following the end of 
         each Performance Year, the Committee (or the CEO, if assigned by the
         Committee) shall determine whether and the extent to which Performance
         Objectives applicable to Participants were achieved, the extent to
         which amounts are allocable to Award Pools, and the Awards that
         correspond to such achievement and/or allocations as specified under
         the Award Levels for the Performance Year. 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 Award
         amounts otherwise determined under the first sentence of this Section
         4(b)(i).

                      (ii)   Each Participant shall be entitled to an Award in
         accordance with the Target Award and any Award Levels (as adjusted)
         applicable to him or her based on the extent to which the Performance
         Objectives applicable to him or her have been achieved and funds have
         been allocated under any Award Pools applicable to him or her,
         provided, however, that the Committee may determine, in its sole and
         absolute discretion, that a Participant shall not receive an Award if
         the Participant has received an unsatisfactory personal performance
         assessment for the Performance Year (whether or not such personal
         performance assessment was a component of the Participant's Performance
         Objectives for the Performance Year).

                      (iii)  Unless otherwise determined by the Committee, if a
         Participant ceases to be employed by the Company or a subsidiary prior
         to the end of a Performance Year for any


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<PAGE>   8
         reason other than death, retirement, disability (as determined by the
         Committee) or transfer to a subsidiary, no portion of his or her Award
         for such Performance Year shall be payable unless otherwise determined
         by the Committee (or the CEO if assigned by the Committee). If such
         cessation of employment results from such Participant's death,
         retirement, disability (as determined by the Committee) or transfer to
         a subsidiary or to another subsidiary, the Committee (or the CEO if
         assigned by the Committee) shall estimate in its sole and absolute
         discretion the level of achievement of Performance Objectives
         applicable to such Participant and/or the estimated amount allocable to
         any Award Pool applicable to such Participant during the period of such
         Performance Year prior to such cessation, and such Participant or his
         or her Beneficiary shall be entitled to receive payment of the
         percentage of his or her Target Award or Award Level amount as
         determined in accordance with this Section 4(b)(iii) for the pro rata
         portion of such Performance Year during which such Participant was
         employed by the Company or a subsidiary, unless payment of a greater
         percentage is approved in the sole and absolute discretion of the
         Committee.

                  (c) Payment of Final Awards.

                      (i)    Except as otherwise provided in paragraph (ii) and
         (iii) below, each Participant shall receive payment, in a cash lump
         sum, of his or her final Award as soon as practicable following the
         determination in respect thereof made pursuant to Section 4(b).

                      (ii)   The Committee (or the CEO, if assigned by the
         Committee) may specify that all or a portion of any Award shall be paid
         by issuance or delivery of shares of the Company's Stock having a fair
         market value, as determined by the Committee, equal to the cash value
         of an Award at the date of grant or to the cash amount of the Award
         that would otherwise have been payable at the date of payment. Such
         shares shall be subject to such conditions, including deferral of
         delivery, restrictions on transferability, deemed reinvestment of
         dividends in additional shares, and other terms and conditions as shall
         be specified by the Committee (or the CEO, if assigned by the
         Committee). Stock issuable or deliverable under this provision to
         Participants who are subject to Section 16 of the Exchange Act shall be
         issued or delivered under the Company's 1993 Long Term Incentive Plan
         (the "1993 Plan") in accordance with such terms and conditions as the
         committee administering the 1993 Plan may specify for these purposes.
         Shares issuable or deliverable under this provision to Participants who
         are not subject to Section 16 of the Exchange Act may, but need not, be
         issued or delivered under the 1993 Plan.

                      (iii)  Each Participant shall have the right to defer his
         or her receipt of part or all of any payment due with respect to all or
         a portion of a final Award. Any Participant desiring to exercise this
         right must file a timely election with the Committee on a form provided
         by the Company. The portion of any Award, the payment of which has been
         deferred pursuant to this Section 4(c)(iii), shall be deemed invested
         from the date payment would have been made but for such deferral to the
         date of payment in investment options as determined from time to time
         by the Committee, such determination to be in accordance with the
         requirements of Section 162(m) of the Code with respect to Designated
         Participants. Amounts deferred hereunder, as adjusted to reflect
         crediting of interest or changes in value resulting from the deemed
         investment thereof, shall be non-forfeitable and shall be paid at the
         date(s) specified pursuant to this Section 4(c); provided, however,
         that nothing herein shall preclude a Participant from exchanging his or
         her right to receive deferred amounts hereunder for non-transferable
         awards


                                      - 6 -
<PAGE>   9
         or rights granted under another plan or arrangement of the Company, if
         and to the extent that the Company offers such an exchange to the
         Participant.

                      (iv)   In the event of the death of a Participant, any 
         payments hereunder due to such Participant shall be paid to his or her
         Beneficiary.

                      (v)    In the event of a Change in Control, any payments
         hereunder due to such Participant shall be paid in a cash lump sum no
         later than fifteen (15) days after a Change in Control unless otherwise
         provided in an irrevocable deferral election form filed prior to such
         event.

         5.       General Provisions

                  (a) 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.

                  (b) Limitations on Rights Conferred under Plan and 
Beneficiaries.

                      (i)    Neither status as a Participant nor receipt or
         completion of a deferral election form shall be construed as a
         commitment that any Award will become payable under the Plan. Nothing
         in the Plan shall be deemed to give any Eligible Employee any right to
         participate in the Plan except in accordance herewith.

                      (ii)   Nothing contained in the Plan or in any documents
         related to the Plan or to any Award shall confer upon any Eligible
         Employee or Participant any right to continue as an Eligible Employee,
         Participant or in the employ of the Company or a subsidiary or
         constitute any contract or agreement of employment, or interfere in any
         way with the right of the Company or a subsidiary to reduce such
         person's compensation, to change the position held by such person or to
         terminate the employment of such Eligible Employee or Participant, with
         or without cause, but nothing contained in this Plan or any document
         related thereto shall affect any other contractual right of any
         Eligible Employee or Participant.

                      (iii)  Except as specifically authorized in this Plan, no
         benefit payable under, or interest in, this Plan (including any right
         that may constitute a derivative security within the meaning of the
         general definition of Rule 16a-1(c)(3) as in effect prior to August 15,
         1996 under the Exchange Act) shall be transferable by a Participant
         except by will or the laws of descent and distribution or otherwise be
         subject in any manner to anticipation, alienation, sale, transfer,
         assignment, pledge, encumbrance or charge, and any such attempted
         action shall be void and no such benefit or interest shall be, in any
         manner, liable for, or subject to, debts, contracts, liabilities,
         engagements or torts of any Eligible Employee or Beneficiary. Any
         attempt at transfer, assignment or other alienation prohibited by the
         preceding sentence shall be


                                      - 7 -
<PAGE>   10
         disregarded and all amounts payable hereunder shall be paid only in
         accordance with the provisions of the Plan.

                  (c) 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 amounts payable to a Participant
         pursuant to an Award, nothing contained in the Plan (or in any
         documents related thereto), nor the creation or adoption of the Plan,
         the grant of any Award, or the taking of any other action taken
         pursuant to the provisions of the Plan shall give any such Participant
         any rights that are greater than those of a general creditor of the
         Company; provided, however, that the Committee may authorize the
         creation of trusts or make other arrangements to meet the Company's
         obligations under the Plan pursuant to any Award, which 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.

                  (d) 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 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.
         Judgment 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 judgment 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 judgment upon an award rendered by the arbitrators
         may be enforced in other jurisdictions by suit on the judgment or in
         any other manner provided by law.

                  (e) Amendment and Termination of Plan and Awards.
         Notwithstanding anything herein to the contrary, the Board of Directors
         may, at any time, terminate or, from time to time, amend, modify or
         suspend the Plan and the terms and provisions of any Awards theretofore
         awarded to any Participants which have not been settled by payment (or
         would have been settled by payment but for an election to defer payment
         made pursuant to Section 4(c)(iii)). No Award may be granted during any
         suspension of the Plan or after its termination.

                  (f) Effective Date. 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 remain in effect until such time as it may be terminated
         pursuant to Section 5(e).


                                      - 8 -
<PAGE>   11
         6.       Change in Control.

                  (a) Payment of Awards.

                      (i)    Notwithstanding any provision of this Plan to the
         contrary, in the event of a Change in Control, a Participant shall be
         entitled to receive an Award for the Performance Year in progress on
         the date of such Change in Control, equal to a pro rata portion of his
         or her full Target Award for such Performance Year as if 100% of the
         Performance Objectives were fully met and full allocations had been
         made to all Award Pools based on the number of days from the beginning
         of the Performance Year to the date of the Change in Control. Such
         Award shall be payable for all purposes of this Plan.

                      (ii)   All amounts payable pursuant to this Section 6(a)
         shall be made in a cash lump sum to the Participant no later than
         fifteen (15) days after the date of a Change in Control unless
         otherwise provided in an irrevocable deferral election form filed by
         the Participant prior to such event. Nothing in the Plan shall prevent
         the Committee from continuing Awards, to the extent not paid under this
         provision, after a Change in Control.

                  (b) Termination of Employment After a Change in Control.

                      (i)    Notwithstanding any provision of this Plan to the
         contrary (including, without limitation, Sections 4(b)(iii) and
         5(b)(ii) hereof), if at any time during the two-year period commencing
         on the date of a Change in Control the employment of an Eligible
         Employee who was a Participant at, or for the Performance Year in
         progress at or immediately prior to, the date of a Change in Control
         with the Company or a subsidiary is terminated for any reason other
         than for Cause, then such Participant shall receive (to the extent not
         otherwise paid under Section 6(a)) a lump sum payment in cash equal to
         the sum of (x) a pro rata portion of his or her full Target Award on
         the date of termination of employment based on the number of days
         during the year such Participant was employed by the Company or a
         subsidiary, and (y) any previously awarded and unpaid Award amounts.

                      (ii)   All amounts payable pursuant to this Section 6(b)
         shall be paid no later than fifteen (15) days after the date of
         termination of employment of such Participant unless otherwise provided
         in an irrevocable deferral election form filed by the Participant prior
         to such event.

                  (c) Amendment and Termination of Plan and Awards.
         Notwithstanding any provision of this Plan to the contrary (including,
         without limitation, Section 5(e) hereof), upon the occurrence of a
         Change in Control and at all times thereafter, neither the Board of
         Directors nor the Committee may suspend, amend or modify the provisions
         of this Section 6 or amend, modify, terminate or suspend this Plan, in
         whole or in part, in any manner that would adversely affect the right
         of any Eligible Employee or Participant to receive the Awards otherwise
         provided under this Plan as of the effective date of such action.

                  (d) Other Plan Provisions Unaffected. Nothing in this Section
         6 shall affect the operation of the provisions of this Plan prior to a
         Change in Control.


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