
                                                  

                                        
                             GATX CORPORATION

                1995 LONG TERM INCENTIVE COMPENSATION PLAN

I.   GENERAL

     I. Purpose.  The purpose of the 1995 Long Term Incentive
Compensation Plan (the "Plan") is to promote the long term financial
interests of the Company by (i) attracting and retaining executive
personnel possessing outstanding ability; (ii) further motivating such
individuals by means of growth-related incentives to achieve long-range
goals; (iii) providing incentive compensation opportunities, in the form of
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Rights, Restricted Common Stock, Performance
Awards and Individual Performance Units (each as described below) which
are competitive with those of other major corporations; and (iv) furthering
the identity of interests of participating employees with those of the
Company's shareholders through opportunities for increased stock
ownership.

     2. Administration.  The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee").  The Committee shall have such powers to administer the
Plan as are delegated to it by the Plan or the Board of Directors, including
full authority to: (i) interpret the Plan; (ii) prescribe, amend and rescind
rules and regulations pertaining to the Plan; (iii) determine the terms and
provisions of each Stock Option and Stock Appreciation Right, and
Restricted Common Stock agreement between the Company and a
Participant, and the number of Individual Performance Units to be
granted to a Participant; (iv) establish Company performance goals for
purposes of the Plan; and (v) make all other determinations deemed
necessary or advisable for the administration of the Plan.  To the extent
necessary to conform the Plan, and the awards under the Plan, to Rule
16b-3 of the Securities and Exchange Commission, no member of the
Committee shall be eligible, or within one year prior to appointment to the
Committee shall have been eligible, to participate in the Plan or in any
other plan of the Company or any affiliate of the Company under which
stock, stock options or stock appreciation rights may be granted.

     3. Participants.  Except as otherwise specifically provided,
Participants in the Plan shall consist of such key employees of the
Company and its subsidiaries as the Committee in its sole discretion may
select from time to time to receive Stock Options, Stock Appreciation
Rights, Restricted Stock Rights, Restricted Common Stock, Performance
Awards or Individual Performance Units.  The Committee may delegate to
appropriate officers of the Company who are also directors of the
Company authority to determine participation in the Plan by other than
officers of the Company, and the extent of participation by each non-
officer employee of the Company or any subsidiary.


     4. Shares.  One million five hundred thousand (1,500,000) shares of
Common Stock, together with any shares of Common Stock authorized
under the 1985 Long Term Incentive Compensation Plan (the "1985 Plan")
which are unissued as of the date of adoption hereof, and which are not
subsequently issued pursuant to awards under the 1985 Plan that are
outstanding on that date, with such adjustment in such number of shares
as may be made pursuant to the last sentence of this paragraph I-4, shall
be available for issue upon the exercise of Stock Options, Stock
Appreciation Rights and Restricted Stock Rights granted under the Plan,
for award in the form of Restricted Common Stock and for redemption of
Individual Performance Units.  Such shares may be authorized and
unissued shares or treasury shares (including, in the discretion of the
Board of Directors of the Company, shares purchased in the open market)
of Common Stock.  If a Stock Option granted under the Plan expires or is
terminated for any reason without having been exercised in full for
Common Stock (including those which terminate by reason of the exercise
of a Stock Appreciation Right in accordance with the provisions of Part IV
below) or if a Restricted Stock Right, Restricted Common Stock or
Individual Performance Unit awarded under the Plan is forfeited for any
reason, the shares not acquired or forfeited shares, as the case may be,
shall (unless the Plan shall have terminated) again become available for
purposes of the Plan.  In the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, spin-off or
other change in corporate structure or capitalization affecting the
Common Stock, appropriate adjustment shall be made with respect to the
number and kind of shares (or other securities) optioned or awarded or
subject to being optioned or awarded under the Plan and in the sole

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discretion of the Board of Directors such adjustments in price and other
adjustments as it deems equitable may be made.

     5. Amendment.  The Board of Directors of the Company may amend
the Plan from time to time, except that without the approval of the holders
of a majority of the outstanding shares of Common Stock entitled to vote
at a duly held meeting of the shareholders, the number of shares of
Common Stock which may be issued under the Plan may not be increased
except as provided in paragraph I-4.  No amendment of the Plan, however,
may, without the consent of a Participant, make any changes in any
outstanding Stock Options, Stock Appreciation Rights, Restricted Stock
Rights, Restricted Common Stock, Performance Award or Individual
Performance Units theretofore granted the Participant which would
adversely affect the Participant's rights under the Plan.

     6.  Termination.  The Board of Directors of the Company may
terminate the Plan at any time.  No Stock Option or Stock Appreciation
Right shall be granted and no Restricted Stock Right, Restricted Common
Stock, Performance Award or Individual Performance Unit shall be
awarded after the Plan is terminated for any reason.  However,
termination of the Plan shall not affect the validity of any Stock Option or
Stock Appreciation Right theretofore granted under the Plan or any award
of Restricted Stock Rights, Restricted Common Stock, Performance Award
or Individual Performance Units theretofore made under the Plan.


     7. No Employment Right.  Participation in the Plan does not confer
upon any employee any right with respect to continued employment by the
Company or any subsidiary, or limit in any way the right of the Company
or any subsidiary to terminate an employee's services, responsibilities,
duties and authority to represent the Company or any subsidiary at any
time for any reason.

II.  INCENTIVE STOCK OPTIONS

     1. Grants.  The Committee shall designate the Participants to whom
Incentive Stock Options, as described in the Internal Revenue Code of
1986, as amended (the "Code"), are to be granted under this Part II and
determine the number of shares to be offered to each of them.  Each
Incentive Stock Option shall be evidenced by an agreement between the

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Participant and the Company.  The aggregate fair market value of shares
of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year
under this Plan and each other stock option plan of the Company and any
parent or subsidiary thereof shall not exceed $100,000.  Subject to any
adjustment made under the last sentence of paragraph I-4, the aggregate
number of Incentive Stock Options and Non-Qualified Stock Options
granted to any Participant during any calendar year, regardless of when
first exercisable, shall not exceed seventy-five thousand (75,000).  For all
purposes of the Plan, the term "fair market value" of a share of Common
Stock means the average of the highest and lowest prices at which a share
of Common Stock is traded on the date as of which the determination is
being made as quoted on the New York Stock Exchange Composite
Transactions or other principal market quotation selected by the
Committee or, if Common Stock is not traded on that date, the average of
the highest and lowest prices on the next preceding day on which such
stock is traded.

     2. Price.  The purchase price of each Incentive Stock Option shall be
determined by the Committee; provided, however, that in no instance shall
such price be less than one hundred percent of the fair market value of a
share of Common Stock on the date the option is granted (the "Option
Date") or par value, whichever is higher.  The full purchase price of each
share purchased upon the exercise of any Incentive Stock Option shall be
paid in cash or shares of Common Stock, or both, at the time of such
exercise (or by such other method as may be satisfactory to the Committee)
and, as soon as practicable thereafter, a certificate representing the shares
so purchased shall be delivered to the person entitled thereto.  A
Participant shall not have any rights of a shareholder with respect to the
shares of Common Stock subject to an option granted the Participant until
such shares are purchased upon exercise of the option.

     3. Exercise.  Subject to the following provisions of this paragraph and
the following provisions of paragraph II-4, unless sooner terminated, all
Incentive Stock Options granted to a Participant on an Option Date may
be exercised commencing on a date no earlier than one year from the
Option Date as determined by the Committee.  The Committee may, in its
discretion, accelerate the date on which all, or any portion, of the
Incentive Stock Options granted to a Participant may be exercised.


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     4. Termination.  Each Incentive Stock Option granted to a Participant
shall terminate on the earlier of the tenth anniversary of the Option Date
or, subject to the provisions of the following sentence, three months after
the date the Participant's employment by the Company and its subsidiaries
is terminated for any reason.  That portion of an Incentive Stock Option
which is exercisable as of the date on which a Participant's employment is
terminated by reason of his death, disability (as determined by the
Committee) or retirement under a Company or subsidiary retirement plan
shall terminate on the earlier of the tenth anniversary of the Option Date
on which it was granted or one year after the date of termination of
employment by reason of death or disability (as determined by the
Committee) or five years after the date of retirement, as the case may be.

     5. Transferability.  An Incentive Stock Option, by its terms, may not
be transferred by a Participant other than by will or the laws of descent
and distribution and during the lifetime of a Participant shall be
exercisable only by the Participant.

III. NON-QUALIFIED STOCK OPTIONS

     1. Grants. The Committee shall designate the Participants to whom
Non-Qualified Stock Options are to be granted under this Part III and
determine the number of shares to be offered to each of them.  Each Non-
Qualified Stock Option shall be evidenced by an agreement between the
Participant and the Company.  Subject to any adjustment made under the
last sentence of paragraph I-4, the aggregate number of Non-Qualified
Stock Options and Incentive Stock Options granted to any Participant
during any calendar year shall not exceed seventy-five thousand (75,000).

     2. Price.  The purchase price of each Non-Qualified Stock Option
shall be determined by the Committee; provided, however, that in no
instance shall such price be less than one hundred percent of the fair
market value of a share of Common Stock of the Company on the date the
option is granted (the "Option Date") or par value, whichever is higher. 
The full purchase price of each share purchased upon the exercise of any
Non-Qualified Stock Option shall be paid in cash or shares of Common
Stock, or both, at the time of such exercise (or by such other method as
may be satisfactory to the Committee) and, as soon as practicable
thereafter, a certificate representing the shares so purchased shall be

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delivered to the person entitled thereto.  A Participant shall not have any
rights of a shareholder with respect to the shares of Common Stock of the
Company subject to an option granted the Participant until such shares
are purchased upon exercise of the option.

     3. Exercise.  Subject to the provisions of this paragraph and the
provisions of paragraph III-4, unless sooner terminated, all Non-Qualified
Stock Options granted to a Participant on an Option Date may be
exercised commencing on a date no earlier than one year from the Option
Date as determined by the Committee.  The Committee may, in its
discretion, accelerate the date on which all, or any portion, of the Non-
Qualified Stock Options granted to a participant may be exercised.

     4. Termination.  Each Non-Qualified Stock Option granted to a
Participant shall terminate on the earlier of the tenth anniversary of the
Option Date or, subject to the provisions of the following sentence, three
months after the date the Participant's employment by the Company and
its subsidiaries is terminated for any reason.  That portion of a Non-
Qualified Stock Option which is exercisable as of the date on which a
Participant's employment is terminated by reason of the Participant's
death, disability (as determined by the Committee) or retirement under a
Company or subsidiary retirement plan shall terminate on the earlier of
the tenth anniversary of the Option Date on which it was granted or one
year after the date of termination by reason of death or disability (as
determined by the Committee) or five years after the Participant's
retirement, as the case may be.

     5. Transferability.  A Non-Qualified Stock Option granted to a
Participant may not be transferred by the Participant other than by will
or the laws of descent and distribution and during the lifetime of a
Participant shall be exercisable only by the Participant.

IV.  STOCK APPRECIATION RIGHTS

     1. Grantees.  The Committee shall designate the Participants to whom
Stock Appreciation Rights are to be granted under this Part IV and
determine the number to be granted to each of them.  Each Stock
Appreciation Right shall be evidenced by an agreement between the
Participant and the Company.  If a Participant to whom a Stock
Appreciation Right has been granted is subject to Sections 16(a) and 16(b)

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of the Securities Exchange Act of 1934, the Committee may, at any time,
impose such conditions and limitations to the exercise of such Stock
Appreciation Right as the Committee deems necessary or desirable in
order to comply with the requirements of Sections 16(a) and 16(b) and the
rules and regulations issued thereunder, or to obtain exemption therefrom.

     2. Grants.  Stock Appreciation Rights may be granted in tandem with
a related Stock Option, in which event the Participant may elect to exercise
either the Stock Appreciation Right or the Stock Option but not both, as
to any of the same shares subject to the Stock Option and the Stock
Appreciation Right.  A Stock Appreciation Right granted to a Participant
may be granted on the Option Date of such option or in the case of Non-
Qualified Stock Options as of that Option Date or at any time thereafter.

     3. Exercise.  Subject to the following provisions of this paragraph and
the provisions of paragraph IV-5, unless sooner terminated, all Stock
Appreciation Rights granted to a Participant may be exercised commencing
on a date no earlier than the later of six (6) months from the date of grant
or one year from the Option Date as determined by the Committee;
provided, however, that a Stock Appreciation Right may be exercised only
to the extent a related Stock Option is surrendered.  The Committee may,
in its discretion, accelerate the date on which all, or any portion, of the
Stock Appreciation Rights granted to a Participant may be exercised to the
date to which a related Stock Option has been accelerated in accordance
with the provisions of either paragraph II-3 or III-3.
     4. Payment.  A Participant to whom a Stock Appreciation Right has
been granted may elect, during any period that such Stock Appreciation
Right is exercisable and subject to such limitations as the Committee may
have imposed, to receive from the Company in exchange therefor an
amount (net of applicable employee withholding taxes) equal to the
product of (i) the excess, if any, of the fair market value of a share of
Common Stock on the date of the exchange over the option price of the
related Stock Option and (ii) the number of shares of Common Stock
covered by the related Stock Option, or portion thereof, surrendered. 
Payment of the Company's obligations arising out of the exchange of a
Stock Appreciation Right may be made in cash, Common Stock (valued at
its fair market value at date of exchange) or partly in each, as the
Committee shall decide.

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     5. Termination.  Subject to the following sentence, each Stock
Appreciation Right shall terminate on the earlier of the tenth anniversary
of the Option Date or, subject to the provisions of the following sentence,
three months after the date the Participant's employment by the Company
and its subsidiaries is terminated for any reason.  Any Stock Appreciation
Right which is exercisable as of the date on which a Participant's
employment is terminated by reason of the Participant's death, disability
(as determined by the Committee) or retirement under a Company or
subsidiary retirement plan shall terminate on the earlier of the tenth
anniversary of the Option Date on which it was granted or one year after
the date of termination by reason of death or disability (as determined by
the Committee) or five years after the Participant's retirement, as the case
may be.

     6. Transferability.  A Stock Appreciation Right granted to a
Participant may not be transferred by the Participant other than by will
or the laws of descent and distribution and during the lifetime of a
Participant shall be exercisable only by the Participant.

V.   RESTRICTED STOCK AWARDS

     1. Grants.  Grants of Restricted Common Stock or Restricted Stock
Rights may be made from time to time to such officers and key employees
of the Company and its subsidiaries as may be selected by the Committee. 
On each Common Stock dividend payment date, each Participant shall be
credited with an amount equal to the dividend paid on that date on a
share of Common Stock, multiplied by the Participant's number of shares
of Restricted Common Stock or Restricted Stock Rights that have not been
terminated in accordance with the following provisions of this Part V. 
Such amounts together with interest thereon shall be paid to the
Participant at such time or times as the Committee shall decide.

     2. Awards.  Such grant of Restricted Common Stock or Restricted
Stock Rights shall be contingent upon the Participant's continuing
employment with the Company or its subsidiaries for a period to be
specified by the Committee (the "Performance Period") and shall be subject
to such additional terms and conditions as the Committee in its sole
discretion deems appropriate, including, but not by way of limitation,
restrictions on the sale or other disposition of such shares during the

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Performance Period or for a period of time thereafter.  The length of
Performance Periods may vary among Participants.
     At the end of such period of employment by the Company and its
subsidiaries as shall be determined by the Committee (but not less than
six months and not extending beyond the last day of the Performance
Period), the Restricted Stock Right granted to a Participant shall be
automatically exchanged for a number of shares of Restricted Common
Stock equal to the number of Restricted Stock Rights exchanged.

     Each stock certificate issued in respect of shares of Restricted
Common Stock shall be registered in the name of the Participant and
deposited with the Company.

     Subject to the foregoing restrictions, and unless and until the shares
are forfeited, a Participant shall have all of the rights of a holder of
Common Stock with respect to the shares of Restricted Common Stock
awarded the Participant in accordance with the provisions of this Part V;
provided, however, that as provided in paragraph 1 of this Part V, any
dividends paid on a share of such stock, together with interest thereon,
shall be accrued and paid to the Participant at such time or times as the
Committee shall decide.

     3. Distribution.  The shares of Restricted Common Stock awarded to
a Participant with respect to a Performance Period shall be distributed to
the Participant, free of all restrictions, in such number (usually three) of
equal, or substantially equal, annual installments, measured from the last
day of that Performance Period, as the Committee shall determine.

     4. Forfeitures.  Except as provided below, or except as otherwise
determined by the Committee, if a Participant's employment with the
Company and its subsidiaries is terminated for any reason, the Participant
shall forfeit all Restricted Stock Rights, any undistributed Restricted
Common Stock previously awarded to the Participant with respect to any
Performance Period, any undistributed dividends accrued for the
Participant and any undistributed dividend equivalents credited to the
Participant, together with any interest accrued thereon.  If a Participant's
employment with the Company and its subsidiaries is terminated by
reason of a Participant's death, disability (as determined by the
Committee) or retirement under a Company or subsidiary retirement plan,

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the Participant or, in the event of the Participant's death, the person or
persons entitled thereto by will or the laws of descent and distribution,
shall be entitled to receive, free of restrictions, a distribution of the
undistributed shares of Restricted Common Stock, if any, previously
awarded to the Participant, all Performance Awards under Part VI for
which Performance Goals have been met and, together with interest
thereon, any undistributed dividends accrued for the Participant and any
undistributed dividend equivalents credited to the Participant.

VI.  PERFORMANCE AWARDS

     1. Awards.  Any Participant designated by the Committee to
participate in Part V of the Plan may be designated as a Participant under
this Part VI.


     2. Performance Goal.  For each Performance Period the Committee
may establish Performance Goals.  In establishing any Performance Goal
the Committee may use such measures of the performance of the Company
over the Performance Period as the Committee deems appropriate. 
Performance Goals may vary among Participants.  For each Performance
Period, the Committee shall also establish appropriate criteria to
determine the basis upon which a Performance Award shall be made under
the Plan with respect to that period.

     3. Payment and Amount.  If the criteria for payment established by
the Committee relating to a Performance Goal established for any
Performance Period is met, a Participant receiving an installment
distribution of Restricted Common Stock in accordance with the
provisions of paragraph V-3 with respect to that Performance Period, who
has also been designated as a Participant under this Part VI, shall also be
paid a Performance Award at the time the distribution is made to the
Participant.  The amount of a Participant's Performance Award shall not
in any event exceed the aggregate fair market value of the installment
distribution of shares of Restricted Common Stock.

     4. Forfeiture.  Except as provided below, and except as otherwise
determined by the Committee, if a Participant's employment with the
Company and its subsidiaries is terminated for any reason prior to the

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payment of any portion of a Performance Award, the Participant shall
forfeit all rights to receive any portion of the Performance Award
remaining unpaid at such termination.  If a Participant's employment with
the Company and its subsidiaries is terminated by reason of the
Participant's death, disability (as determined by the Committee) or
retirement under a Company or subsidiary retirement plan, the Participant
or, in the event of the Participant's death, the person or persons entitled
thereto by will or the laws of descent and distribution, shall be entitled to
receive, free of restrictions, a distribution of all Performance Awards
under Part VI for which Performance Goals have been met.


VII. INDIVIDUAL PERFORMANCE UNITS

     1. Grant.  For each Performance Period, the Committee may, from
time to time, grant Individual Performance Units to such officers and
other key employees of the Company and its subsidiaries as it may select. 
The number of Individual Performance Units granted will be determined
by dividing a specified percentage (as determined by the Committee and
not exceeding one hundred percent (100%)) of the Participant's base salary
by the fair market value of the Company's Common Stock on the date of
grant.  On each Common Stock dividend payment date, each Individual
Performance Unit (including additional Individual Performance Units
previously credited to it) shall be increased by an amount equal to the
dividend paid on that date on a share of the Company's Common Stock,
reinvested in additional Individual Performance Units in an amount
equivalent to an investment of such dividend in shares of the Company's
Common Stock at its fair market value on such date.


     2. Award.  Except as provided in paragraph VII-5, awards of
Individual Performance Units shall be contingent upon the Participant's
continuing employment with the Company or its subsidiaries throughout
the specified Performance Period, and shall be subject to such additional
terms and conditions as the Committee in its sole discretion deems
appropriate.  The length of Performance Periods may vary among
Participants.

     3. Performance Goals.  For each Performance Period the Committee

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may establish Performance Goals which shall be based upon achievement
of specific levels of return on equity.  In determining the extent to which
a Performance Goal has been achieved, the Committee shall exclude the
effect, if any, on the Company's income or equity, of changes in generally
accepted accounting principles or Federal income tax laws or regulations,
adopted or effective subsequent to the establishment of such Performance
Goal as it deems appropriate.  Performance Goals may vary among
Participants.  

     4. Payment and Amount.  If the Performance Goal established by the
Committee  for a Performance Period has been achieved, the Company
shall redeem the Individual Performance Units and pay to the Participant
an amount (the "Redemption Amount") equal to not more than three (3)
times - depending upon the extent to which the Performance Goal has been
achieved or exceeded - the product of (i) the number of Individual
Performance Units credited to the Participant's account at the end of a
Performance Period (including reinvested dividends), and (ii) the fair
market value of the Company's Common Stock on the date of payment.  
Payment of the Redemption Amount to the Participant may, in the
discretion of the Committee, be made in cash and in Common Stock of the
Company, and will be made as soon as practicable following expiration of
the applicable Performance Period and certification by the Committee of
the Redemption Amount.  The cash payment shall in no event exceed fifty
percent (50%) of the Redemption Amount.

     5. Forfeitures.  Except as provided below, or except as otherwise
determined by the Committee, if a Participant's employment with the
Company and its subsidiaries is terminated for any reason, the Participant
shall forfeit all unredeemed Individual Performance Units previously
granted to the Participant with respect to any Performance Period and any
undistributed dividends allocable thereto.  To the extent the Performance
Goals are not achieved, Individual Performance Units not redeemed shall
be forfeited.  If, prior to completion of a Performance Period, a
Participant's employment with the Company and its subsidiaries is
terminated by reason of the Participant's death, disability (as determined
by the Committee) or retirement under a Company or subsidiary
retirement plan, the Participant, or in the event of the Participant's death,
the person(s) entitled thereto by will or the laws of descent and
distribution, shall, if the applicable Performance Goal is attained, receive

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the Redemption Amount at the time of payment to other Participants.  In
the event of a Participant's retirement, the Redemption Amount shall be
prorated to the date of such Participant's retirement.  Individual
Performance Units shall be forfeited to the extent not redeemed.

VIII. SPECIAL ACCELERATION IN CERTAIN EVENTS

     1. Special Acceleration.  Notwithstanding any other provisions of the
Plan, a Special Acceleration of awards outstanding under the Plan shall
occur with the effect set forth in paragraph VIII-2 at any time when any
one of the following events has taken place:

     (a)  The Company receives a report on Schedule 13D
          reporting the beneficial ownership by any person
          (other than a Participant in the Plan) of 20% or
          more of the Company's outstanding Common Stock,
          except that if such receipt shall occur during a
          tender offer or exchange offer by any person other
          than the Company or a wholly owned subsidiary of
          the Company, or a Participant in the Plan, Special
          Acceleration shall not take place until the
          conclusion of such offer;

     (b)  If, upon conclusion of a tender or exchange offer,
          any person other than the Company or a wholly
          owned subsidiary of the Company, or a Participant
          in the Plan; announces that it has accepted for
          purchase a sufficient number of shares of Common
          Stock pursuant to such tender offer or exchange
          offer which will result in such person becoming
          directly or indirectly the beneficial owner of 20% or
          more of the Company's outstanding Common
          Stock;

     (c)  Holders of the necessary number of shares of
          Common Stock authorize or approve any merger in
          which the Company is not the surviving
          corporation or survives only as a subsidiary of
          another corporation, or consolidation or sale of all

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          or substantially all of the assets of the Company; or

     (d)  During any period of twelve months or less
          individuals who at the beginning of such period
          constituted a majority of the Board of Directors
          cease for any reason to constitute a majority
          thereof unless the nomination or election of such
          new directors was approved by a vote of at least
          two-thirds of the directors then still in office who
          were directors at the beginning of such period.

     The terms used in this Part VIII and not defined elsewhere in the
Plan shall have the same meaning as such terms have in the Securities
Exchange Act of 1934, as amended, and the rules and regulations adopted
thereunder.



2. Effect on Outstanding Awards.  Upon a Special Acceleration pursuant to
paragraph VIII-I:

     (a)  All Stock Options then outstanding under Parts II
          and III shall immediately become exercisable in full
          for the remainder of their terms, provided that no
          Stock Option may be exercised by an officer of the
          Company within six months of its date of grant;
          and each optionee shall have the right during a
          period of thirty days following a Special
          Acceleration to have the Company purchase any
          Non-Qualified Stock Options which are then
          exercisable and as to which no Stock Appreciation
          Rights have been granted at a cash purchase price
          computed in accordance with paragraph (e) below
          and any Incentive Stock Options which are then
          exercisable and as to which no Stock Appreciation
          Rights have been granted at a cash purchase price
          equal to the product of (i) the excess, if any, of the
          fair market value of a share of Common Stock
          computed in accordance with paragraph II-I over

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          the option price and (ii) the number of shares of
          Common Stock covered by the Incentive Stock
          Option or portion thereof surrendered, provided
          that the Company shall have the right during such
          period to purchase any Incentive Stock Option as to
          which no Stock Appreciation Rights have been
          granted at the purchase price computed in
          accordance with paragraph (e) below;

     (b)  All Stock Appreciation Rights outstanding under
          Part IV shall immediately become exercisable in full
          for a period of thirty days following a Special
          Acceleration, subject to the provisions of paragraph
          IV-5, with payment to be made solely in cash upon
          any exercise during such period of a Stock
          Appreciation Right granted with respect to a Non-
          Qualified Stock Option in an amount computed in
          accordance with paragraph (e) below and in cash
          upon exercise during such period of a Stock
          Appreciation Right granted with respect to an
          Incentive Stock Option in an amount equal to the
          product of (i) the excess, if any, of the fair market
          value of a share of Common Stock computed in
          accordance with paragraph II-I over the exercise
          price of the related Stock Option and (ii) the
          number of shares of Common Stock covered by the
          related Stock Option, provided that the Company
          shall have the right during such period to purchase
          any Stock Appreciation Right granted with respect
          to an Incentive Stock Option (and cancel the
          related option) at the purchase price computed in
          accordance with paragraph (e) below, provided
          further that no Stock Appreciation Right may be
          exercised by an officer within six months of its date
          of grant;

     (c)  All Restricted Stock Rights under Part V
          outstanding for at least six months from the date of
          grant shall immediately be exchanged for a number

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          of shares of Common Stock equal to the number of
          Restricted Stock Rights so exchanged, and all such
          shares of Common Stock, all other shares of
          Common Stock and all interest, dividends or
          dividend equivalents then held by the Company for
          Participants under Part V and all Performance
          Awards under Part VI for which Performance Goals
          have been met shall then be immediately
          distributed to Participants, free of all restrictions;

     (d)  The Company shall immediately redeem all
          Individual Performance Units granted under Part
          VII.  For purposes of calculation of the Redemption
          Amount, it shall be assumed that the Performance
          Goal has been achieved, and the Fair Market Value
          of the Company's Common Stock shall be
          calculated in accord with paragraph (e) below; and

     (e)  Except as otherwise specified in paragraphs (a) and
          (b) above, the purchase price for a Stock Option or
          a Stock Appreciation Right and the amount to be
          paid upon exercise of a Stock Appreciation Right
          shall be an amount equal to the product of (i) the
          excess, if any, of the highest of (A) the highest
          reported sales price during the sixty days preceding
          such exercise, (B) the highest purchase price shown
          in any Schedule 13D referred to in paragraph VIII-I
          (a) as paid within the sixty days prior to the date of
          such report, (C) the highest price paid in any tender
          offer referred to in Paragraph VIII-I (b) during the
          sixty days preceding such exercise, or (D) the fixed
          formula cash price per share specified in any
          transaction referred to in paragraph VIII-I (c) if
          such price is determined on the date of such
          exercise, over the option price, and (ii) the number
          of shares of Common Stock covered by the Stock
          Option or Stock Appreciation Right, or portions
          thereof, surrendered.  The fair market value to be
          used in the calculation of the Redemption Amount

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          shall be equal to the average price of the Common
          Stock during the five business days preceding the
          occurrence of a Special Acceleration.

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