



                                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.

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         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  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

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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 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.

         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

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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 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
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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) 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

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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.

         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  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

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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, 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

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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  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
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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 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 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

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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 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

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                  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 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 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

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                  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  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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