

                               Exhibit 4(a)

                            AMDAHL CORPORATION
                         1994 STOCK INCENTIVE PLAN


                                ARTICLE ONE
                               -------------
                                  GENERAL


I.   PURPOSE OF THE PLAN

          A.   This 1994 Stock Incentive Plan (the "Plan") is
intended to promote the interests of Amdahl Corporation, a
Delaware corporation (the "Corporation"), by providing (i) key
employees (including officers) of the Corporation (or its
subsidiary corporations) who are responsible for the management,
growth and financial success of the Corporation (or its
subsidiary corporations), (ii) the non-employee members of the
Corporation's Board of Directors or the board of directors of any
subsidiary corporation and (iii) those consultants and other
independent contractors who provide valuable services to the
Corporation (or its subsidiary corporations) with the opportunity
to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation (or its subsidiary
corporations).

          B.   The Plan shall become effective upon its approval
by the Corporation's stockholders at the 1994 Annual Meeting of
Stockholders to be held on May 5, 1994.  Such date is hereby
designated as the Effective Date of the Plan.

          C.   This Plan shall serve as the successor to the
Corporation's four existing stock programs - the Stock Option
Plan (1971), the Stock Option Plan (1974), the Non-Qualified
Stock Option Plan (1982)  and the Restricted Stock Plan
(collectively, the "Predecessor Plans"), and no further option
grants or stock issuances shall be made under the Predecessor
Plans after the Effective Date.  All options outstanding under
the Predecessor Plans and all unvested shares issued thereunder
as of such Effective Date shall immediately be incorporated into
this Plan and treated as outstanding options and share issuances
under this Plan.  However, each outstanding option and share
issuance so incorporated shall continue to be governed solely by
the express terms and conditions of the instrument evidencing
such option grant or share issuance, and no provision of this
Plan shall be deemed to affect or otherwise modify the rights or
obligations of the holders of such incorporated options or share
issuances with respect to their acquisition of shares of the
Corporation's common stock, par value of $0.05 per share
thereunder. 

II.  DEFINITIONS

          A.   For purposes of the Plan, the following
definitions shall be in effect:

          BOARD:  the Corporation's Board of Directors.

          CHANGE IN CONTROL: a change in ownership or control of
the Corporation effected through any of the following
transactions:

          -    a direct acquisition by any person (or related
group of persons) of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than
ten percent (10%) of the total combined voting power of the
Corporation's outstanding securities, 

          -    the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of additional
securities of the Corporation which increases the beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
the total securities holdings of such person (or related group of
persons) to a level of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Corporation's outstanding securities, or

          -    the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities of the Corporation possessing sufficient voting power
in the aggregate to elect an absolute majority of the Board
(rounded up to the next whole number).

          CODE:  the Internal Revenue Code of 1986, as amended.

          COMMITTEE:  a committee of two (2) or more non-employee
Board members appointed by the Board.

          COMMON STOCK:  shares of the Corporation's common
stock, par value of $0.05 per share.

          CORPORATE TRANSACTION:  any of the following
stockholder-approved transactions to which the Corporation is a
party:

          -    a merger or consolidation in which the Corporation
is not the surviving entity, except for a transaction the
principal purpose of which is to change the state in which the
Corporation is incorporated,

          -    the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation, or

          -    any reverse merger in which the Corporation is the
surviving entity but in which securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person
or persons different from those who held such securities
immediately prior to such merger.

          EMPLOYEE:  an individual who performs services while in
the employ of the Corporation or one or more Subsidiaries,
subject to the control and direction of the employer entity not
only as to the work to be performed but also as to the manner and
method of performance.

          EXERCISE DATE:  the date on which the Corporation shall
have received written notice of the option exercise.

          FAIR MARKET VALUE:  the mean between the highest and
lowest selling prices per share on the date in question on the
principal exchange on which the Common Stock is then listed or
admitted to trading, as the prices are officially quoted by the
composite tape of transactions on the exchange.  If there are no
reported sales of the common stock on the date in question, then
the Fair Market Value shall be the mean between the highest and
lowest selling prices on the last previous date for which
quotations exist.

          HOSTILE TAKE-OVER: a change in ownership of the
Corporation effected through the following transaction:


          -    the direct or indirect acquisition by any person
or related group of persons of securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities  pursuant to a tender or
exchange offer made directly to the Corporation's stockholders
which the Board does not recommend such stockholders to accept,
and

          -    more than fifty percent (50%) of the acquired
securities are accepted from holders other than the officers and
directors of the Corporation subject to the short-swing profit
restrictions of Section 16 of the 1934 Act.

          INCENTIVE OPTION:  a stock option which satisfies the
requirements of Code Section 422.

          INVOLUNTARY TERMINATION:  the termination of the
Service of any Optionee or Participant which occurs by reason of:


          -    such individual's involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct,
or 

          -    such individual's voluntary resignation following
(A) a change in his or her position with the Corporation which
materially reduces his or her level of responsibility, (B) a
reduction in his or her level of compensation (including base
salary, fringe benefits and any non-discretionary and objective-
standard incentive payment or bonus award) by more than five
percent (5%) or (C) a relocation of such individual's place of
employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the
Corporation without the individual's consent.

          MISCONDUCT:  the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any
unauthorized use or disclosure by such individual of confidential
information or trade secrets of the Corporation or its
Subsidiaries, or any other intentional misconduct by such
individual adversely affecting the business or affairs of the
Corporation in a material manner.  The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which
the Corporation or any Subsidiary may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other
individual in the Service of the Corporation. 

          NEWLY ISSUED SHARES:  shares of Common Stock drawn from
the Corporation's authorized but unissued shares of Common Stock.

          1934 ACT:  the Securities and Exchange Act of 1934, as
amended.

          NON-STATUTORY OPTION:  a stock option not intended to
meet the requirements of Code Section 422.

          OPTIONEE:  any person to whom an option is granted
under the Discretionary Option Grant, Automatic Option Grant or
Salary Reduction Grant Program in effect under the Plan.

          PARTICIPANT:  any person who receives a direct issuance
of Common Stock under the Stock Issuance Program in effect under
the Plan.

          PERMANENT DISABILITY OR PERMANENTLY DISABLED:  the
inability of the Optionee or the Participant to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or
more.

          PLAN ADMINISTRATOR:  the committee of two (2) or more
non-employee Board members appointed by the Board to administer
the Discretionary Option Grant, the Salary Reduction and the
Stock Issuance Programs.

          SERVICE: the provision of services on a periodic basis
to the Corporation or any Subsidiary in the capacity of an
Employee, a non-employee member of the board of directors or an
independent consultant or advisor, except to the extent otherwise
specifically provided in the applicable stock option or stock
issuance agreement.

          SUBSIDIARY:  each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each such corporation (other than the
last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in any
other corporation in such chain.  For purposes of the grant of
Non-Statutory Options and stock appreciation rights under the
Discretionary Option Grant Program, the grant of Non-Statutory
Options under the Salary Reduction Grant Program and direct stock
issuances under the Stock Issuance Program, the term Subsidiary
shall also include any partnership, joint venture or other
business entity in which the Corporation owns, directly or
indirectly through one or more Subsidiaries, a fifty percent
(50%) or greater capital or profit interest.

          TAKE-OVER PRICE: the greater of (i) the Fair Market
Value per share of Common Stock on the date the option is
surrendered to the Corporation in connection with a Hostile Take-
Over or (ii) the highest reported price per share of Common Stock
paid by the tender offeror in effecting such Hostile Take-Over. 
However, if the surrendered option is an Incentive Option, the
Take-Over Price shall not exceed the clause (i) price per share.

          TREASURY SHARES:  shares of Common Stock reacquired by
the Corporation and held as treasury shares.

III. STRUCTURE OF THE PLAN

          A.   Stock Programs.  The Plan shall be divided into
               --------------
 five separate components:  

          -    The Discretionary Option Grant Program, under
which eligible individuals may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common
Stock in accordance with the provisions of Article Two.  

          -    The Automatic Option Grant Program, under which
non-employee Board members shall automatically receive special
option grants at periodic intervals to purchase shares of Common
Stock in accordance with the provisions of Article Three.  

          -    The Stock Fee Program, under which the non-
employee Board members may elect to apply all or a portion of
their annual retainer fee to the acquisition of shares of Common
Stock in accordance with the provisions of Article Four.

          -    The Salary Reduction Grant Program, under which
eligible individuals may, pursuant to the provisions of Article
Five, elect to have a portion of their base salary reduced each
year in return for options to purchase shares of Common Stock at
an aggregate discount from the Fair Market Value of the option
shares on the grant date equal to the salary reduction amount.  

          -    The Stock Issuance Program, under which eligible
individuals may, pursuant to the provisions of Article Six, be
issued shares of Common Stock directly, through the immediate
purchase of such shares at a price less than, equal to or greater
than their Fair Market Value at the time of issuance, as a bonus
tied to the performance of services or the Corporation's
attainment of financial objectives, or pursuant to the
individual's election to receive such shares in lieu of base
salary. 

          B.   General Provisions.  Unless the context clearly
               ------------------
indicates otherwise, the provisions of Articles One and Seven
shall apply to the Discretionary Option Grant, Automatic Option
Grant, Salary Reduction Grant, Stock Issuance and Stock Fee
Programs and shall accordingly govern the interests of all
individuals under the Plan.

IV.  ADMINISTRATION OF THE PLAN

          A.   The Committee shall have sole and exclusive
authority to administer the Discretionary Option Grant, Salary
Reduction Grant and Stock Issuance Programs.  No Board member
shall be eligible to serve on the Committee if such individual
has, within the twelve (12)-month period immediately preceding
the date such individual is to be appointed to the Committee,
received an option grant or stock issuance under this Plan or any
other stock option, stock appreciation, stock bonus or other
stock plan of the Corporation (or any Subsidiary), other than
pursuant to the Automatic Option Grant Program specified in
Article Three or the Stock Fee Program specified in Article Four
or the predecessor automatic option grant program in effect under
the Stock Option Plan (1974).  Members of the Committee shall
serve for such period as the Board may determine and shall be
subject to removal by the Board at any time.

          B.   The Plan Administrator shall have full power and
discretion (subject to the express provisions of the Plan) to
establish such rules and regulations as it may deem appropriate
for the proper administration of the Discretionary Option Grant,
Salary Reduction Grant and Stock Issuance Programs and to make
such determinations under, and issue such interpretations of, the
provisions of each such program and any outstanding option grants
or stock issuances thereunder as it may deem necessary or
advisable.  Decisions of the Plan Administrator shall be final
and binding on all parties who have an interest in the
Discretionary Option Grant, Salary Reduction Grant or Stock
Issuance Program or any outstanding option or stock issuance
thereunder. 

          C.   Service on the Committee shall constitute service
as a Board member, and members of the Committee shall accordingly
be entitled to full indemnification and reimbursement as Board
members for their service on the Committee.  No member of the
Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option granted or shares
issued under the Plan.

          D.   Administration of the Automatic Option Grant and
the Stock Fee Programs shall be self-executing in accordance with
the express terms and conditions of Articles Three and Four,
respectively, and the Plan Administrator shall not exercise any
discretionary functions with respect to the option grants or
stock issuances made pursuant to such programs.

V.   ELIGIBILITY 

          A.   The persons eligible to participate in the
Discretionary Option Grant Program under Article Two, the Salary
Reduction Grant Program under Article Five and the Stock Issuance
Program under Article Six are as follows:

               -    officers and other key employees of the
Corporation (or its Subsidiaries) who render services which
contribute to the management, growth and financial success of the
Corporation (or its Subsidiaries); and

               -    those consultants or other independent
contractors who provide valuable services to the Corporation (or
its Subsidiaries).

          B.   Non-employee Board members shall not be eligible
to participate in the Discretionary Option Grant, Salary
Reduction Grant or Stock Issuance Program or in any other stock
option, stock purchase, stock bonus or other stock plan of the
Corporation (or its Subsidiaries).  Such non-employee Board
members shall, however, be eligible to participate in the
Automatic Option Grant Program under Article Three and the Stock
Fee Program under Article Four.

          C.   The Plan Administrator shall have full authority
to determine, (i) with respect to grants made under the
Discretionary Option Grant and Salary Reduction Grant Programs,
which eligible individuals are to receive such grants, the number
of shares to be covered by each such grant, the status of any
granted option as either an Incentive Option or a Non-Statutory
Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may
remain outstanding and (ii) with respect to stock issuances under
the Stock Issuance Program, which eligible individuals are to be
selected for participation, the number of shares to be issued to
each selected individual, the vesting schedule (if any) to be
applicable to the issued shares and the consideration to be paid
for such shares.

VI.  STOCK SUBJECT TO THE PLAN

          A.   Shares of Common Stock shall be available for
issuance under the Plan and shall be drawn from either the
Corporation's authorized but unissued shares of Common Stock or
from reacquired shares of Common Stock, including shares
repurchased by the Corporation on the open market.  The number of
shares of Common Stock reserved for issuance over the term of the
Plan shall initially be fixed at 14,300,000 shares, subject to
adjustment from time to time in accordance with the provisions of
this Section VI.  Such authorized share reserve shall be
comprised of (i) the number of shares which remain available for
issuance under the Predecessor Plans as of the Effective Date,
including the shares subject to the outstanding options
incorporated into this Plan and any other shares which would have
been available for future option grant under the Predecessor
Plans (estimated to be 12,900,000 shares in the aggregate), plus
(ii) an additional increase of 1,400,000 shares of Common Stock. 
To the extent one or more outstanding options under the
Predecessor Plans which have been incorporated into this Plan are
subsequently exercised, the number of shares issued with respect
to each such option shall reduce, on a share-for-share basis, the
number of shares available for issuance under this Plan.

          B.   The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first
trading day of each calendar year during the term of the Plan,
beginning with the 1995 calendar year, by an amount equal to one
percent (1%) of the shares of Common Stock outstanding on
December 31 of the immediately preceding calendar year; provided,
however that each such one percent (1%) annual increase shall be
subject to reduction to the extent necessary so that the maximum
number of shares of Common Stock available immediately thereafter
for future option grants and share issuances under the Plan shall
not exceed 5,000,000 shares, subject to adjustment from time to
time in accordance with the provisions of this Section VI.  None
of the additional shares resulting from such annual increases may
be made the subject of Incentive Options granted under the Plan. 


          C.   After the effective Date of the Plan, in no event
may which any one individual participating in the Plan be granted
stock options, concurrently or independently exercisable stock
appreciation rights and receive direct stock issuances exceeding
2,000,000 shares in the aggregate over the term of the Plan,
subject to periodic adjustment for certain changes in the
Company's capital structure in accordance with the provisions of
this Section VI. E.

          D.   Should one or more outstanding options under this
Plan (including outstanding options under the Predecessor Plans
incorporated into this Plan) expire or terminate for any reason
prior to exercise in full (including any option cancelled in
accordance with the cancellation-regrant provisions of Section IV
of Article Two), then the shares subject to the portion of each
option not so exercised shall be available for subsequent
issuance under the Plan.  Shares subject to any stock
appreciation rights exercised under the Plan and all share
issuances under the Plan (other than issuances in payment of
exercised stock appreciation rights), whether or not the issued
shares are subsequently repurchased by the Corporation pursuant
to its repurchase rights under the Plan, shall reduce on a share-
for-share basis the number of shares of Common Stock available
for subsequent issuance under the Plan.  In addition, should the
exercise price of an outstanding option under the Plan (including
any option incorporated from the Predecessor Plans) be paid with
shares of Common Stock or should shares of Common Stock otherwise
issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with
the exercise of an outstanding option under the Plan or the
vesting of a share issuance under the Plan, then the number of
shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the
option is exercised or which vest under the share issuance, and
not by the net number of shares of Common Stock actually issued
to the holder of such option or share issuance.

          E.   Should any change be made to the Common Stock
issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as
a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the
limit on the number and/or class of securities which are allowed
to remain available for future option grants and stock issuances
in connection with the automatic one percent (1%) increase to the
share reserve effected each year under the Plan, (iii) the
maximum number and/or class of securities for which any one
individual participating in the Plan may be granted stock
options, concurrently or independently exercisable stock
appreciation rights and direct stock issuances in the aggregate
over the term of the Plan, (iv) the number and/or class of
securities for which automatic option grants are to be
subsequently made to each newly elected or continuing non-
employee Board member under the Automatic Option Grant Program
and (v) the number and/or class of securities and price per share
in effect under each option and stock appreciation right
outstanding under the Plan (including each option incorporated
into this Plan from the Predecessor Plans).  Such adjustments to
the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits
under such options.  The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.

                                ARTICLE TWO

                    DISCRETIONARY OPTION GRANT PROGRAM
                   ------------------------------------


I.   TERMS AND CONDITIONS OF OPTIONS

          Options granted pursuant to the Discretionary Option
Grant Program shall be authorized by action of the Plan
Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options.  Individuals
who are not Employees may only be granted Non-Statutory Options. 
Each granted option shall be evidenced by one or more instruments
in the form approved by the Plan Administrator; provided,
however, that each such instrument shall comply with the terms
and conditions specified below.  Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable
provisions of Section II of this Article Two.

          A.   Exercise Price.
               --------------

          1.   The exercise price per share under this Article
Two shall be fixed by the Plan Administrator in accordance with
the following provisions:  

               The exercise price per share of Common Stock
subject to an Incentive Option shall in no event be less than one
hundred percent (100%) of the Fair Market Value of such Common
Stock on the grant date.

               The exercise price per share of Common Stock
subject to a Non-Statutory Option shall be the amount determined
by the Plan Administrator at the time of grant and may be less
than, equal to or greater than the Fair Market Value of such
Common Stock on the grant date.

          2.   The exercise price shall become immediately due
upon exercise of the option and, subject to the provisions of
Section I of Article Seven and the instrument evidencing the
grant, shall be payable in one of the alternative forms specified
below:

               (i)       full payment in cash or check made
payable to the Corporation's order,

               (ii)      full payment in shares of Common Stock
held for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date,

               (iii)     full payment in a combination of shares
of Common Stock held for the requisite period necessary to avoid
a charge to the Corporation's earnings for financial reporting
purposes and valued at Fair Market Value on the Exercise Date and
cash or check made payable to the Corporation's order, or

               (iv)      to the extent the option is exercised
for vested shares, full payment through a broker-dealer sale and
remittance procedure pursuant to which the Optionee shall provide
concurrent irrevocable written instructions (I) to a Corporation-
designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased
shares plus all applicable federal, state and local income and
employment taxes required to be withheld by the Corporation in
connection with such purchase and (II) to the Corporation to
deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale transaction
(the "Immediate Sale Program").

          B.   Term and Exercise of Options.  Each option granted
               ----------------------------
under this Article Two shall be exercisable at such time or
times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the
instrument evidencing such option.  No Incentive Option shall,
however, have a maximum term in excess of ten (10) years, and no
Non-Statutory Option shall have a maximum term in excess of
fifteen (15) years.  During the lifetime of the Optionee, the
option, together with any stock appreciation rights pertaining to
such option, shall be exercisable only by the Optionee and shall
not be assignable or transferable except for a transfer of the
option effected by will or by the laws of descent and
distribution following the Optionee's death.

          C.   Termination of Service.
               ----------------------

          1.   Should an Optionee cease Service for any reason
(including death or Permanent Disability) while holding one or
more outstanding options under this Article Two, then none of
those options shall (except to the extent otherwise provided
pursuant to subparagraph I.C.7 below) remain exercisable for more
than a thirty-six (36)-month period (or such shorter period
determined by the Plan Administrator and set forth in the
instrument evidencing the grant) measured from the date of such
cessation of Service.

          2.   Any option held by the Optionee under this Article
Two and exercisable in whole or in part on the date of his or her
death may be subsequently exercised by the personal
representative of the Optionee's estate or by the person or
persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and
distribution.  However, the right to exercise such option shall
lapse upon the earlier of (i) the third anniversary of the date
of the Optionee's death (or such shorter period determined by the
Plan Administrator and set forth in the instrument evidencing the
grant) or (ii) the specified expiration date of the option term. 
Accordingly, upon the occurrence of the earlier event, the option
shall terminate and cease to remain outstanding.

          3.   Under no circumstances shall any such option be
exercisable after the specified expiration date of the option
term.

          4.   During the applicable post-Service exercise
period, the option may not be exercised in the aggregate for more
than the number of shares (if any) in which the Optionee is
vested at the time of his or her cessation of Service.  Upon the
expiration of the limited post-Service exercise period or (if
earlier) upon the specified expiration date of the option term,
each such option shall terminate and cease to remain outstanding
with respect to any vested shares for which the option has not
otherwise been exercised.  However, each outstanding option shall
immediately terminate and cease to remain outstanding, at the
time of the Optionee's cessation of Service, with respect to any
shares for which the option is not otherwise at that time
exercisable or in which the Optionee is not otherwise vested.

          5.   Should the Optionee's Service be terminated for
Misconduct, all outstanding options held by the Optionee under
this Article Two shall terminate immediately and cease to remain
outstanding.

          6.   The Plan Administrator shall have complete
discretion, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to permit
one or more options held by the Optionee under this Article Two
to be exercised, during the limited post-Service exercise period
applicable under this Section I.C, not only with respect to the
number of vested shares of Common Stock for which each such
option is exercisable at the time of the Optionee's cessation of
Service but also with respect to one or more subsequent
installments of vested shares for which the option would
otherwise have become exercisable had such cessation of Service
not occurred.

          7.   The Plan Administrator shall have full power and
authority, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to extend
the period of time for which the option is to remain exercisable
following the Optionee's cessation of Service or death from the
limited period in effect under subparagraphs I.C.1 and I.C.2
above to such greater period of time as the Plan Administrator
shall deem appropriate.  In no event, however, shall such option
be exercisable after the specified expiration date of the option
term.

          D.   Stockholder Rights.  An Optionee shall have none
               ------------------
of the rights of a stockholder with respect to any option shares
until such individual shall have exercised the option and paid
the exercise price for the purchased shares.

          E.   Repurchase Rights.  The shares of Common Stock
               -----------------
acquired under this Article Two may be subject to repurchase by
the Corporation in accordance with the following provisions:

          1.   The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested shares of
Common Stock under this Article Two.  Should the Optionee cease
Service while holding any unvested shares purchased under such
options, then the Corporation shall have the right to repurchase
any or all of those unvested shares at the exercise price paid
per share.  The terms and conditions upon which such repurchase
right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Plan Administrator
and set forth in the instrument evidencing such repurchase right.

          2.   All of the Corporation's outstanding repurchase
rights under this Article Two shall automatically terminate, and
all shares subject to such terminated rights shall immediately
vest in full, upon the occurrence of a Corporate Transaction,
except to the extent: (i) any such repurchase right is expressly
assigned to the successor corporation (or parent thereof) in
connection with the Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by
the Plan Administrator at the time the repurchase right is
issued.

          3.   The Plan Administrator shall have the
discretionary authority, exercisable either before or after the
Optionee's cessation of Service, to cancel the Corporation's
outstanding repurchase rights with respect to one or more shares
purchased or purchasable by the Optionee under this Article Two
and thereby accelerate the vesting of such shares in whole or in
part at any time.

II.  INCENTIVE OPTIONS

          The terms and conditions specified below shall be
applicable to all Incentive Options granted under this Article
Two.  Incentive Options may only be granted to individuals who
are Employees.  Options which are specifically designated as Non-
Statutory Options when issued under the Plan shall not be subject
to such terms and conditions.

          A.   Dollar Limitation.  The aggregate Fair Market
               -----------------
Value (determined as of the respective date or dates of grant) of
the Common Stock for which one or more options granted to any
Employee under this Plan (or any other option plan of the
Corporation or its Subsidiaries) may for the first time become
exercisable as incentive stock options under the federal tax laws
during any one calendar year shall not exceed the sum of One
Hundred Thousand Dollars ($100,000).  To the extent the Employee
holds two (2) or more such options which become exercisable for
the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as incentive
stock options under the federal tax laws shall be applied on the
basis of the order in which such options are granted.  Should the
number of shares of Common Stock for which any Incentive Option
first becomes exercisable in any calendar year exceed the
applicable One Hundred Thousand Dollar ($100,000) limitation,
then the option may nevertheless be exercised in that calendar
year for the excess number of shares as a Non-Statutory Option
under the federal tax laws.

          B.   10% Stockholder.  If any individual to whom an
               ---------------
Incentive Option is granted is the owner of stock (as determined
under Section 424(d) of the Code) possessing ten percent (10%) or
more of the total combined voting power of all classes of stock
of the Corporation or any one of its Subsidiaries, then the
exercise price per share shall not be less than one hundred ten
percent (110%) of the Fair Market Value per share of Common Stock
on the grant date and the option term shall not exceed five (5)
years measured from the grant date.

          Except as modified by the preceding provisions of this
Section II, the provisions of Articles One, Two and Seven shall
apply to all Incentive Options granted hereunder.


III. CORPORATE TRANSACTIONS/CHANGES IN CONTROL/
                    HOSTILE TAKE-OVER

          A.   In the event of any Corporate Transaction, each
option which is at the time outstanding under this Article Two
shall automatically accelerate so that each such option shall,
immediately prior to the specified effective date for such
Corporate Transaction, become fully exercisable with respect to
the total number of shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such
shares.  However, an outstanding option under this Article Two
shall not so accelerate if and to the extent:  (i) such option
is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the
capital stock of the successor corporation or parent thereof,
(ii) such option is to be replaced with a cash incentive program
of the successor corporation which preserves the option spread
existing at the time of the Corporate Transaction and provides
for subsequent payout in accordance with the same vesting
schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.  The determination
of option comparability under clause (i) above shall be made by
the Plan Administrator, and its determination shall be final,
binding and conclusive.  

          B.   The Plan Administrator shall have the
discretionary authority, exercisable either at the time the
option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or
more outstanding options under this Article Two upon the
occurrence of a Corporate Transaction, whether or not those
options are to be assumed or replaced in the Corporate
Transaction, or alternatively to provide for the subsequent
acceleration of any outstanding options under this Article Two
which do not otherwise accelerate at the time of the Corporate
Transaction, should the Optionee's Service terminate through an
Involuntary Termination effected within a designated period
following the effective date of such Corporate Transaction.  The
Plan Administrator shall also have the authority to provide for
the immediate termination of any of the Corporation's outstanding
repurchase rights under this Article Two which do not otherwise
terminate at the time of the Corporate Transaction, upon the
subsequent termination of the Optionee's Service through an
Involuntary Termination effected within a designated period
following the effective date of such Corporate Transaction.

          C.   Immediately following the consummation of the
Corporate Transaction, all outstanding options under this Article
Two shall terminate and cease to remain outstanding, except to
the extent assumed by the successor corporation or its parent
company.

          D.   Each outstanding option under this Article Two
that is assumed in connection with the Corporate Transaction or
is otherwise to continue in effect shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would
have been issued to the option holder, in consummation of such
Corporate Transaction, had such person exercised the option
immediately prior to such Corporate Transaction.  Appropriate
adjustments shall also be made to the exercise price payable per
share, provided the aggregate exercise price payable for such
securities shall remain the same.  In addition, the class and
number of securities available for issuance under the Plan on
both an aggregate and per individual basis following the
consummation of the Corporate Transaction shall be appropriately
adjusted.

          E.   The Plan Administrator shall have the
discretionary authority, exercisable either at the time the
option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or
more outstanding options under this Article Two (and the
termination of one or more of the Corporation's outstanding
repurchase rights under this Article Two) upon the occurrence of
a Change in Control or Hostile Take-Over.  The Plan Administrator
shall also have full power and authority to condition any such
option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent termination of the
Optionee's Service through an Involuntary Termination effected
within a specified period following the Change in Control or
Hostile Take-Over.

          F.   Any options accelerated in connection with the
Change in Control or Hostile Take-Over shall remain fully
exercisable until the expiration or sooner termination of the
option term or the surrender of such option in accordance with
Section V of this Article Two.

          G.   The grant of options under this Article Two shall
in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

          H.   The portion of any Incentive Option accelerated
under this Section III in connection with a Corporate
Transaction, Change in Control or Hostile Take-Over shall remain
exercisable as an incentive stock option under the federal tax
laws only to the extent the dollar limitation of Section II of
Article Two is not exceeded.  To the extent such dollar
limitation is exceeded, the accelerated portion of such option
shall be exercisable as a non-statutory option under the federal
tax laws.

IV.  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the sole and
exclusive authority to effect, at any time and from time to time,
with the consent of the affected Optionees, the cancellation of
any or all outstanding options under this Article Two (including
outstanding options under the Predecessor Plans incorporated into
this Plan) and to grant in substitution new options under the
Plan covering the same or different numbers of shares of Common
Stock but with an exercise  price per share based upon the Fair
Market Value of the Common Stock on the new grant date.

V.   STOCK APPRECIATION RIGHTS 

          A.   The Plan Administrator shall have full power and
authority, exercisable in its sole discretion, to grant to
selected Optionees or other individuals eligible to receive
option grants under the Discretionary Option Grant Program stock
appreciation rights.

          B.   Four types of stock appreciation rights shall be
authorized for issuance under the Plan: (i) Tandem Stock
Appreciation Rights ("Tandem Rights"), Concurrent Stock
Appreciation Rights ("Concurrent Rights"), Independent Stock
Appreciation Rights ("Independent Rights") and Limited Stock
Appreciation Rights ("Limited Rights"). 

          C.   The following terms and conditions shall govern
the grant and exercise of Tandem Rights under this Article Two:

               1.   One or more Optionees may be granted the
Tandem Right, exercisable upon such terms and conditions as the
Plan Administrator may establish, to elect between the exercise
of the underlying Article Two stock option for shares of Common
Stock and the surrender of that option in exchange for a
distribution from the Corporation in an amount equal to the
excess of (i) the Fair Market Value (on the option surrender
date) of the number of shares in which the Optionee is at the
time vested under the surrendered option (or surrendered portion
thereof) over (ii) the aggregate exercise price payable for such
vested shares.

               2.   No such option surrender shall be effective
unless it is approved by the Plan Administrator.  If the
surrender is so approved, then the distribution to which the
Optionee shall accordingly become entitled under this Section V
may be made in shares of Common Stock valued at Fair Market Value
on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole
discretion deem appropriate.

               3.   If the surrender of an option is rejected by
the Plan Administrator, then the Optionee shall retain whatever
rights the Optionee had under the surrendered option (or
surrendered portion thereof) on the option surrender date and may
exercise such rights at any time prior to the later of (i) five
(5) business days after the receipt of the rejection notice or
(ii) the last day on which the option is otherwise exercisable in
accordance with the terms of the instrument evidencing such
option, but in no event may such rights be exercised more than
ten (10) years after the date of the option grant.

          D.   The following terms and conditions shall govern
the grant and exercise of Concurrent Rights under this Article
Two:
          
               1.   One or more Optionees may be granted, upon
such terms and conditions as the Plan Administrator may
establish, the Concurrent Right to automatically receive an
appreciation distribution from the Corporation at the same time
the underlying stock option under this Article Two is exercised
for the shares of Common Stock subject to such right. 
Accordingly, the Optionee shall, upon exercise of the option,
receive both the purchased shares of Common Stock and the
appreciation distribution payable on the covered shares. 

               2.    The amount of the distribution payable upon
exercise of the Concurrent Right shall not exceed an amount equal
to the excess of (i) the Fair Market Value (on the option
exercise date) of the number of shares for which the option is
exercised over (ii) the aggregate exercise price payable for such
shares under that option.

               3.   The distribution to which the Optionee shall
become entitled under this Section V may be made in shares of
Common Stock valued at Fair Market Value on the option exercise
date, in cash, or partly in shares and partly in cash, as the
Plan Administrator shall in its sole discretion deem appropriate.

          E.   The following terms and conditions shall govern
the grant and exercise of Independent Rights under this Article
Two:

               1.   One or more individuals eligible to
participate in the Discretionary Option Grant Program may be
granted an Independent Right not tied to any underlying Article
Two stock option.  The Independent Right shall be exercisable
upon such terms and conditions as the Plan Administrator may
establish and shall entitle the holder to receive a distribution
from the Corporation in an amount equal to the excess of (i) the
aggregate Fair Market Value (on the exercise date of such right)
of the shares of Common Stock subject to the exercised right over
(ii) the aggregate base price in effect for those shares.  

               2.   The number of shares subject to the
Independent Right and the base price in effect for those shares
shall be determined by the Plan Administrator in its sole
discretion at the time the Independent Right is granted.  The
base price may be less than, equal to or greater than the Fair
Market Value (on the grant date of the right) of the shares
subject to that right.

               3.   The distribution to which the holder of the
Independent Right shall become entitled under this Section V may
be made in shares of Common Stock valued at Fair Market Value on
the exercise date of such right, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole
discretion deem appropriate.

          F.   The following terms and conditions shall govern
the grant and exercise of Limited Rights under this Article Two:

               1.   One or more officers of the Corporation
subject to the short-swing profit restrictions of the federal
securities laws may, in the Plan Administrator's sole discretion,
be granted Limited Rights with respect to their outstanding
options under this Article Two.  

               2.   Upon the occurrence of a Hostile Take-Over,
each such officer holding one or more options with such a Limited
Right in effect for at least six (6) months shall have the
unconditional right (exercisable for a thirty (30)-day period
following such Hostile Take-Over) to surrender each such option
to the Corporation, to the extent the option is at the time
exercisable for fully vested shares of Common Stock.  The officer
shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over
Price of the vested shares of Common Stock at the time subject to
each surrendered option (or surrendered portion of such option)
over (ii) the aggregate exercise price payable for such vested
shares.  Such cash distribution shall be made within five (5)
days following the option surrender date.  

               3.   Neither the approval of the Plan
Administrator nor the consent of the Board shall be required in
connection with such option surrender and cash distribution.  Any
unsurrendered portion of the option shall continue to remain
outstanding and become exercisable in accordance with the terms
of the instrument evidencing such grant.

          G.   The shares of Common Stock subject to any stock
appreciation right exercised under this Section V shall not be
available for subsequent issuance under the Plan.


                               ARTICLE THREE

                      AUTOMATIC OPTION GRANT PROGRAM
                     --------------------------------


I.   ELIGIBILITY

          A.   Eligible Optionees.  The individuals eligible to
               ------------------
receive automatic option grants pursuant to the provisions of
this Article Three shall be limited to (i) those individuals who
are first elected as non-employee Board members at the 1994
Annual Meeting of Stockholders, (ii) those individuals who are
first elected or appointed as non-employee Board members after
the date of such Annual Meeting, whether through appointment by
the Board or election by the Corporation's stockholders, and
(iii) those individuals who are re-elected to serve as non-
employee Board members at one or more Annual Stockholder Meetings
beginning with the 1994 Annual Meeting.  Any non-employee Board
member eligible to participate in the Automatic Option Grant
Program pursuant to the foregoing criteria shall be designated an
Eligible Director for purposes of this Article Three. 

          B.   Limitation.  Except for the option grants to be
               ----------
made pursuant to the provisions of this Automatic Option Grant
Program and any share issuance to be made pursuant to the
provisions of the Stock Fee Program under Article Four, non-
employee Board members shall not be eligible to receive any
option grants or stock issuances under this Plan or any other
stock plan of the Corporation (or its Subsidiaries).

II.  TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

          A.   Grant Dates.  Option grants shall be made under
               -----------
this Article Three on the dates specified below:

          1.   Each individual who is first elected as an
Eligible Director at the 1994 Annual Meeting of Stockholders
shall automatically be granted on the date of such Meeting a Non-
Statutory Option to purchase 5,000 shares of Common Stock upon
the terms and conditions of this Article Three.

          2.   Each individual who first becomes an Eligible
Director after the date of the 1994 Annual Meeting of
Stockholders, whether through election by the Corporation's
stockholders or appointment by the Board, shall automatically be
granted, at the time of such initial election or appointment, a
Non-Statutory Option to purchase 5,000 shares of Common Stock
upon the terms and conditions of this Article Three.

          3.   On the date of each Annual Meeting of
Stockholders, beginning with the 1994 Annual Meeting, each
individual who is at that time re-elected as a non-employee Board
member shall automatically be granted a Non-Statutory Option to
purchase an additional 5,000 shares of Common Stock upon the
terms and conditions of this Article Three, provided such
individual has served as a Board member for at least twelve (12)
months.  

          B.   No Limitation.  There shall be no limit on the
               -------------
number of such 5,000-share annual option grants any one Eligible
Director may receive over his or her period of Board service. 
The number of shares for which the automatic option grants are to
be made to newly elected or continuing Eligible Directors shall
be subject to periodic adjustment pursuant to the applicable
provisions of Section VI.E. of Article One.

          C.   Exercise Price.  The exercise price per share of
               --------------
Common Stock of each automatic option grant made under this
Article Three shall be equal to one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the automatic
grant date.

          D.   Payment.  The exercise price shall be payable in
               -------
any of the alternative forms authorized under Section I.A.2 of
Article Two.  To the extent the option is exercised for any
unvested shares, the Optionee must execute and deliver to the
Corporation a stock purchase agreement for those unvested shares
which provides the Corporation with the right to repurchase, at
the exercise price paid per share, any unvested shares held by
the Optionee at the time of cessation of Board service and which
precludes the sale, transfer or other disposition of the
purchased shares at any time while those shares remain subject to
the Corporation's repurchase right.

          E.   Option Term.  Each automatic grant under this
               -----------
Article Three shall have a maximum term of ten (10) years
measured from the automatic grant date.

          F.   Exercisability/Vesting.  Each automatic grant
               ----------------------
shall be immediately exercisable for any or all of the option
shares.  However, any shares purchased under the option shall be
subject to repurchase by the Corporation, at the exercise price
paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares.  Each automatic grant shall
vest, and the Corporation's repurchase right shall lapse, in a
series of two (2) equal and successive annual installments over
the Optionee's period of continued service as a Board member,
with the first such installment to vest upon Optionee's
completion of one (1) year of Board service measured from the
automatic grant date. 

          Vesting of the option shares shall be subject to
acceleration as provided in Section II.H.3 and Section III of
this Article Three.  In no event shall any additional option
shares vest after the Optionee's cessation of Board service,
except as otherwise provided pursuant to Section II.H.3 of this
Article Three.

          G.   Non-Transferability.  During the lifetime of the
               -------------------
Optionee, the automatic option grant, together with the limited
stock appreciation right pertaining to such option, shall be
exercisable only by the Optionee and shall not be assignable or
transferable except for a transfer of the option effected by will
or by the laws of descent and distribution following the
Optionee's death.

          H.   Termination of Board Service.
               ----------------------------

          1.   Should the Optionee cease to serve as a Board
member for any reason (other than death or Permanent Disability)
while holding one or more automatic option grants under this
Article Three, then such individual shall have a six (6)-month
period following the date of such cessation of Board service in
which to exercise each such option for any or all of the option
shares in which the Optionee is vested at the time of such
cessation of Board service.  However, each such option shall
immediately terminate and cease to remain outstanding, at the
time of such cessation of Board service, with respect to any
option shares in which the Optionee is not otherwise at that time
vested under such option.

          2.   Should the Optionee die within six (6) months
after cessation of Board service, then any automatic option grant
held by the Optionee at the time of death may subsequently be
exercised, for any or all of the option shares in which the
Optionee is vested at the time of his or her cessation of Board
service (less any option shares subsequently purchased by the
Optionee prior to death), by the personal representative of the
Optionee's estate or by the person or persons to whom the option
is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution.  The right to exercise
each such option shall lapse upon the expiration of the twelve
(12)-month period measured from the date of the Optionee's death. 


          3.   Should the Optionee die or become Permanently
Disabled while serving as a Board member, then the shares of
Common Stock at the time subject to each automatic option grant
held by the Optionee shall immediately vest in full (and the
Corporation's repurchase right with respect to such shares shall
terminate), and the Optionee (or the representative of the
Optionee's estate or the person or persons to whom the option is
transferred upon the 
Optionee's death) shall have a twelve (12)-month period following
the date of the Optionee's cessation of Board service in which to
exercise such option for any or all of those vested shares of
Common Stock.

          4.   In no event shall any automatic grant under this
Article Three remain exercisable after the expiration date of the
ten (10)-year option term.  Upon the expiration of the applicable
post-service exercise period under subparagraphs 1 through 3
above or (if earlier) upon the expiration of the ten (10)-year
option term, the automatic grant shall terminate and cease to be
outstanding for any option shares in which the Optionee was
vested at the time of his or her cessation of Board service but
for which such option was not otherwise exercised.

          I.   Stockholder Rights.  The holder of an automatic
               ------------------
option grant under this Article Three shall have none of the
rights of a stockholder with respect to any shares subject to
that option until such individual shall have exercised the option
and paid the exercise price for the purchased shares.

          J.   Remaining Terms.  The remaining terms and
               ---------------
conditions of each automatic option grant shall be as set forth
in the form Automatic Stock Option Agreement attached as Exhibit
A to the Plan.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL/
                    HOSTILE TAKE-OVER 

          A.   In the event of any Corporate Transaction, the
shares of Common Stock at the time subject to each outstanding
option under this Article Three but not otherwise vested shall
automatically vest in full and the Corporation's repurchase right
with respect to those shares shall terminate, so that each such
option shall, immediately prior to the specified effective date
for the Corporate Transaction, become fully exercisable for all
of the shares of Common Stock at the time subject to that option
and may be exercised for all or any portion of such shares as
fully vested shares of Common Stock.  Immediately following the
consummation of the Corporate Transaction, all automatic option
grants under this Article Three shall terminate and cease to
remain outstanding, except to the extent one or more such grants
are assumed by the successor entity or its parent corporation.

          B.   In connection with any Change in Control or
Hostile Take-Over of the Corporation, the shares of Common Stock
at the time subject to each outstanding option under this Article
Three but not otherwise vested shall automatically vest in full
and the Corporation's repurchase right with respect to those
shares shall terminate, so that each such option shall,
immediately prior to the specified effective date for the Change
in Control or Hostile Take-Over, become fully exercisable for all
of the shares of Common Stock at the time subject to that option
and may be exercised for all or any portion of such shares as
fully vested shares of Common Stock.  Each option shall remain so
exercisable for all the option shares following the Change in
Control or Hostile Take-Over until the expiration or sooner
termination of the option term.

          C.   Upon the occurrence of a Hostile Take-Over, the
Optionee shall also have a thirty (30)-day period in which to
surrender to the Corporation each option held by him or her under
this Article Three for a period of at least six (6) months.  The
Optionee shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Take-
Over Price of the shares of Common Stock at the time subject to
the surrendered option over (ii) the aggregate exercise price
payable for such shares.  Such cash distribution shall be paid
within five (5) days following the surrender of the option to the
Corporation.  Neither the approval of the Plan Administrator nor
the consent of the Board shall be required in connection with
such option surrender and cash distribution. The shares of Common
Stock subject to each option surrendered in connection with the
Hostile Take-Over shall not be available for subsequent issuance
under the Plan.

          D.   The automatic option grants outstanding under this
Article Three shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.

IV.  AMENDMENT OF THE AUTOMATIC GRANT PROVISIONS

          The provisions of this Automatic Option Grant Program,
together with the automatic option grants outstanding under this
Article Three, may not be amended at intervals more frequently
than once every six (6) months, other than to the extent
necessary to comply with applicable federal income tax laws and
regulations.


                               ARTICLE FOUR

                             STOCK FEE PROGRAM
                            -------------------


I.   ELIGIBILITY

          Each individual serving as a non-employee Board member
shall be eligible to elect to apply all or any portion of the
annual retainer fee otherwise payable to such individual in cash
to the acquisition of unvested shares of Common Stock upon the
terms and conditions of this Article Four.

II.  ELECTION PROCEDURE

          A.   Filing.  The non-employee Board member must make
               ------
the stock-in-lieu-of-fee election prior to the start of the
calendar year for which the election is to be effective.  The
first calendar year for which any such election may be filed
shall be the 1995 calendar year.  The election, once filed, shall
be irrevocable.  The election for any upcoming calendar year may
be filed at any time prior to the start of that year, but in no
event later than December 31 of the immediately preceding
calendar year.  The non-employee Board member may file a standing
election to be in effect for two (2) or more consecutive calendar
years or to remain in effect indefinitely until revoked by
written instrument filed with the Plan Administrator at least six
(6) months prior to the start of the first calendar year for
which such standing election is no longer to remain in effect.

          B.   Election Form.  The election must be filed with
               -------------
the Plan Administrator on the appropriate form provided for this
purpose.  On the election form, the non-employee Board member
must indicate the percentage or dollar amount of his or her
annual retainer fee to be applied to the acquisition of unvested
restricted shares under this Article Six Program.

III. SHARE ISSUANCE

          A.   Issue Date.  On the first trading day in January
               ----------
of the calendar year for which the election is effective, the
portion of the retainer fee subject to such election shall
automatically be applied to the acquisition of shares of Common
Stock by dividing the elected dollar amount by the Fair Market
Value per share of Common Stock on that trading day.  The number
of issuable shares shall be rounded down to the next whole share,
and the issued shares shall be held in escrow by the Secretary of
the Corporation as partly-paid shares until the non-employee
Board member vests in those shares.  The non-employee Board
member shall have full shareholder rights, including voting,
dividend and liquidation rights, with respect to all issued
shares held in escrow on his or her behalf, but such shares shall
not be assignable or transferable while they remain unvested.

          B.   Vesting.  Upon completion of each calendar month
               -------
of Board service during the year for which the election is in
effect, the non-employee Board member shall vest in one-twelfth
(1/12) of the issued shares, and the stock certificate for those
shares shall be released from escrow.  Immediate vesting in all
the issued shares shall occur in the event (i) the non-employee
Board member should die or become Permanently Disabled during his
or her period of Board service or (ii) there should occur a
Corporate Transaction, Change in Control or Hostile Take-Over
occur while such individual remains in Board service.  Should
such individual cease Board service prior to vesting in one or
more monthly installments of the issued shares, then those
unvested shares shall be cancelled by the Corporation, and the
non-employee Board member shall not be entitled to any cash
payment or other consideration from the Corporation with respect
to the cancelled shares and shall have no further shareholder
rights with respect to such shares.

IV.  AMENDMENT OF THE STOCK FEE PROGRAM PROVISIONS

          A.   Limited Amendments.  The provisions of this Stock
               ------------------
Fee Program, together with the unvested share issuances
outstanding under this Article Four, may not be amended at
intervals more frequently than once every six (6) months, other
than to the extent necessary to comply with applicable federal
income tax laws and regulations.


                               ARTICLE FIVE

                      SALARY REDUCTION GRANT PROGRAM
                     --------------------------------

I.   ELIGIBILITY

          The Plan Administrator shall have plenary authority to
select, prior to the start of each calendar year, the particular
key employees who shall be eligible for participation in the
Salary Reduction Grant Program for that calendar year.  In order
to participate for a particular calendar year, each selected
individual must, prior to the start of that calendar year, file
with the Plan Administrator (or its designate) an irrevocable
authorization directing the Corporation to reduce his or her base
salary for that calendar year by a designated multiple of one
percent (1%), but in no event less than five percent (5%).

          The Plan Administrator shall review the filed
authorizations and determine whether to approve, in whole or in
part, one or more of those authorizations.  To the extent the
Plan Administrator approves one or more authorizations, the
individuals who filed those authorizations shall be granted
options under this Salary Reduction Grant Program.  To the extent
one or more authorizations are not approved by the Primary
Committee, those authorizations shall have no force or effect and
no options shall be granted under this Article Five to the
individuals who filed those authorizations. 

          To the extent options are granted under the Salary
Reduction Grant Program, such options shall be Non-Statutory
Options evidenced by instruments in such form as the Primary
Committee shall from time to time approve; provided, however,
that each such instrument shall comply with and incorporate the
terms and conditions specified below.

II.  TERMS AND CONDITIONS OF OPTION

          A.   Exercise Price.
               --------------

          1.   The exercise price per share shall be thirty-three
and one-third percent (33-1/3%) of the Fair Market Value per
share of Common Stock on the grant date.

          2.   The exercise price shall become immediately due
upon exercise of the option and shall be payable in any of the
alternative forms authorized under Section I.A.2 of Article Two.

          B.   Number of Option Shares.  The number of shares of
               -----------------------
Common Stock for which each grant under this Article Five is to
be made to a selected Optionee shall be determined pursuant to
the following formula (rounded down to the nearest whole number):

               X = A / (B x 66-2/3%), where 

               X is the number of option shares,

A is the dollar amount of the approved reduction in the
Optionee's base salary for the calendar year, and

B is the Fair Market Value per share of Common Stock on the date
of the grant.

          C.   Term and Exercise of Options.
               ----------------------------

          1.   Each option shall have a maximum term of ten (10)
years measured from the grant date.  Provided the Optionee
continues in Service, the option shall become exercisable for
(i) fifty percent (50%) of the option shares on the last day of
June in the calendar year for which the option is granted and for
(ii) the balance of the option shares in a series of six (6)
successive equal monthly installments on the last day of each of
the next six (6) calendar months.

          2.   During the Optionee's lifetime, the option shall
be exercisable only by the Optionee and shall not be assignable
or transferable other than by transfer of the option effected by
will or by the laws of descent and distribution following the
Optionee's death.

          D.   Effect of Termination of Service.
               --------------------------------

          1.   Should an Optionee cease Service for any reason
after his or her outstanding option under this Article Five has
become exercisable in whole or in part, then that option shall
remain exercisable, for any or all of the shares for which the
option is exercisable on the date of such cessation of Service,
until the expiration of the ten (10)-year option term or its
sooner termination under Section III.A. of this Article Five. 
Following the Optionee's death, such option may be exercised, for
any or all of the shares for which the option is exercisable at
the time of the Optionee's death, by the personal representative
of the Optionee's estate or by the person or persons to whom the
option is transferred pursuant to the Optionee's will or in
accordance with the laws of descent and distribution.  Such right
of exercise shall lapse, and the option shall terminate, upon the
expiration of the ten (10)-year option term or its sooner
termination under Section III.A. of this Article Five.  

          2.   Should the Optionee die before his or her
outstanding option under this Article Five becomes exercisable
for any of the option shares, then the personal representative of
the Optionee's estate or the person or persons to whom the option
is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution shall nevertheless have
the right to exercise such option for up to that number of option
shares equal to (i) one-twelfth (1/12) of the total number of
option shares multiplied by (ii) the number of full calendar
months which have elapsed between the first day of the calendar
year for which the option was granted and the last day of the
calendar month during which the Optionee ceases Service.  Such
right of exercise shall lapse, and the option shall terminate,
upon the earliest to occur of (i) the specified expiration date
of the option term, (ii) the termination of the option under
Section III.A. of this Article Five or (iii) the third
anniversary of the date of the Optionee's death.  However, the
option shall, with respect to any and all option shares for which
it is not exercisable at the time of the Optionee's cessation of
Service, terminate immediately upon such cessation of Service and
shall cease to remain outstanding with respect to those option
shares.

          3.   Should the Optionee become Permanently Disabled
and cease by reason thereof to remain in Service before his or
her outstanding option under this Article Five becomes
exercisable for any of the option shares, then the Optionee shall
nevertheless have the right to exercise such option for up to
that number of option shares equal to (i) one-twelfth (1/12) of
the total number of option shares multiplied by (ii) the number
of full calendar months which have elapsed between the first day
of the calendar year for which the option was granted and the
last day of the calendar month during which the Optionee ceases
Service.  Such right of exercise shall lapse, and the option
shall terminate, upon the expiration of the ten (10)-year option
term or its sooner termination under Section III.A. of this
Article Five.  However, the option shall, with respect to any and
all option shares for which it is not exercisable at the time of
the Optionee's cessation of Service, terminate immediately upon
such cessation of Service and shall cease to remain outstanding
with respect to those option shares.

          4.   Except to the limited extent specifically provided
in subparagraphs 2 and 3 above, should the Optionee cease for any
reason to remain in Service before his or her outstanding option
under this Article Five first become exercisable for one or more
option shares, then that option shall immediately terminate upon
such cessation of Service and shall cease to remain outstanding.

          E.   Stockholder Rights.  The Optionee shall have none
               ------------------
of the rights of a stockholder with respect to any option shares
until such individual shall have exercised the option and paid
the exercise price for those shares.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL/
                    HOSTILE TAKE-OVER

          A.   Should any Corporate Transaction occur while the
Optionee remains in Service, then each outstanding option held by
such Optionee under this Article Five shall become exercisable,
immediately prior to the specified effective date of such
Corporate Transaction, for all of the shares at the time subject
to such option and may be exercised for any or all of such shares
as fully-vested shares of Common Stock.  Immediately following
the consummation of the Corporate Transaction, each such option
shall terminate unless assumed by the successor entity or its
parent corporation.

          B.   Upon the occurrence of (i) a Hostile Take-Over
while the Optionee remains in Service or (ii) the Involuntary
Termination of the Optionee's Service following a Change in
Control, each outstanding option held by such Optionee under this
Article Five shall immediately become exercisable for all of the
shares at the time subject to such option and may be exercised
for any or all of such shares as fully-vested shares of Common
Stock.  The option shall remain so exercisable until the
expiration of the ten (10)-year option term.

          C.   Option grants under this Article Five shall not
affect the Corporation's right to adjust, reclassify, reorganize
or change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer any or all
of its assets.

                                ARTICLE SIX

                          STOCK ISSUANCE PROGRAM
                         ------------------------


I.   TERMS AND CONDITIONS OF STOCK ISSUANCES

          Shares of Common Stock may be issued under the Stock
Issuance Program through direct and immediate purchases without
any intervening stock option grants.  The issued shares shall be
evidenced by a Stock Issuance Agreement ("Issuance Agreement")
that complies with the terms and conditions of this Article Six.

          A.   Consideration
               -------------

          1.   Newly Issued Shares shall be issued under the
Stock Issuance Program for one or more of the following items of
consideration that the Plan Administrator may deem appropriate in
each individual instance: 

               (i)  full payment in cash or check made payable to
the Corporation's order,

               (ii) a promissory note payable to the
Corporation's order in one or more installments, which may be
subject to cancellation in whole or in part upon terms and
conditions established by the Plan Administrator, or

               (iii)     past services rendered to the
Corporation or any Subsidiary.

          2.   Newly Issued Shares may, in the absolute
discretion of the Plan Administrator, be issued for consideration
with a value less than, equal to or greater than the Fair Market
Value of such shares at the time of issuance, but in no event
less than the par value per issued share of Common Stock.

          3.   Treasury Shares may be issued under the Stock
Issuance Program for such consideration (including one or more of
the items of consideration specified in subparagraph 1 above) as
the Plan Administrator may deem appropriate, whether such
consideration is in an amount less than, equal to or greater than
the Fair Market Value of the Treasury Shares at the time of
issuance.  Treasury Shares may, in lieu of any cash
consideration, be issued subject to such vesting requirements
tied to the Participant's period of future Service or the
Corporation's attainment of specified performance objectives as
the Plan Administrator may establish at the time of issuance.

          4.   Treasury Shares may also, in the Plan
Administrator's absolute discretion, be issued pursuant to an
irrevocable election by the Participant to receive a portion of
his or her base salary in shares of Common Stock in lieu of such
base salary.  Any such issuance shall be effected in accordance
with the following guidelines: 

          -    On the first trading day in January of the
calendar year for which the election is effective, the portion of
base salary subject to such election shall automatically be
applied to the acquisition of Common Stock by dividing the
elected dollar amount by the Fair Market Value per share of the
Common Stock on that trading day.  The number of issuable shares
shall be rounded down to the next whole share, and the issued
shares shall be held in escrow by the Secretary of the
Corporation until the Participant vests in those shares.  The
Participant shall have full stockholder rights, including voting,
dividend and liquidation rights, with respect to all issued
shares held in escrow on his or her behalf, but such shares shall
not be assignable or transferable while they remain unvested.

          -      Upon completion of each calendar month of
Service during the year for which the election is in effect, the
Participant shall vest in one-twelfth (1/12) of the issued
shares, and the stock certificate for those shares shall be
released from escrow.  All the issued shares shall immediately
vest upon (i) the occurrence of a Corporate Transaction or
Hostile Take-Over while such individual remains in Service or
(ii) the Involuntary Termination of the Participant's Service
following a Change in Control.  Should the Participant otherwise
cease Service prior to vesting in one or more monthly
installments of the issued shares, then those unvested shares
shall immediately be surrendered to the Corporation for
cancellation, and the Participant shall not be entitled to any
cash payment or other consideration from the Corporation with
respect to the cancelled shares and shall have no further
stockholder rights with respect to such shares.

          B.   Vesting Provisions
               ------------------

          1.   The shares of Common Stock issued under the Stock
Issuance Program (other than shares issued in lieu of salary)
may, in the absolute discretion of the Plan Administrator, be
fully and immediately vested upon issuance or may vest in
installments over the Participant's period of Service.  The
elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program,
namely:

               (i)  the Service period to be completed by the
Participant or the performance objectives to be achieved by the
Corporation, 

               (ii) the number of installments in which the
shares are to vest, 

               (iii)     the interval or intervals (if any) which
are to lapse between installments, and 

               (iv) the effect which death, Permanent Disability
or other event designated by the Plan Administrator is to have
upon the vesting schedule, 

shall be determined by the Plan Administrator and incorporated
into the Issuance Agreement executed by the Corporation and the
Participant at the time such unvested shares are issued.

          2.   The Participant shall have full stockholder rights
with respect to any shares of Common Stock issued to him or her
under the Stock Issuance Program, whether or not his or her
interest in those shares is vested.  Accordingly, the Participant
shall have the right to vote such shares and to receive any
regular cash dividends paid on such shares.  Any new, additional
or different shares of stock or other property (including money
paid other than as a regular cash dividend) which the Participant
may have the right to receive with respect to his or her unvested
shares by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration shall be
issued, subject to (i) the same vesting requirements applicable
to the Participant's unvested shares and (ii) such escrow
arrangements as the Plan Administrator shall deem appropriate.

          3.   Should the Participant cease to remain in Service
while holding one or more unvested shares of Common Stock under
the Stock Issuance Program, then those shares shall be
immediately cancelled by the Corporation, and the Participant
shall have no further stockholder rights with respect to those
shares.  To the extent the cancelled shares were previously
issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money promissory
note), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel
the unpaid principal balance of any outstanding purchase-money
note of the Participant attributable to such cancelled shares. 
The cancelled shares may, at the Plan Administrator's discretion,
be retained by the Corporation as Treasury Shares or may be
retired to authorized but unissued share status.

          4.   The Plan Administrator may in its discretion elect
to waive the cancellation of one or more unvested shares of
Common Stock (or other assets attributable thereto) which would
otherwise occur upon the non-completion of the vesting schedule
applicable to such shares.  Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of
Common Stock as to which the waiver applies.  Such waiver may be
effected at any time, whether before or after the Participant's
cessation of Service or the attainment or non-attainment of the
applicable performance objectives.

II.  CORPORATE TRANSACTIONS/CHANGE IN CONTROL/
                    HOSTILE TAKE-OVER

          A.   Upon the occurrence of any Corporate Transaction,
all unvested shares of Common Stock at the time outstanding under
this Stock Issuance Program (other than shares issued in lieu of
base salary) shall immediately vest in full and the Corporation's
repurchase rights shall terminate, except to the extent: (i) any
such repurchase right is expressly assigned to the successor
corporation (or parent thereof) in connection with the Corporate
Transaction or (ii) such termination is precluded by other
limitations imposed in the Issuance Agreement.

          B.   The Plan Administrator shall have the
discretionary authority, exercisable at any time while unvested
shares remain outstanding under this Stock Issuance Program, to
provide for the immediate and automatic vesting of those unvested
shares in whole or in part, and the termination of the
Corporation's repurchase rights with respect to those shares,
upon the occurrence of a Change in Control or Hostile Take-Over. 
The Plan Administrator shall also have full power and authority
to condition any such accelerated vesting upon the subsequent
termination of the Participant's Service through an Involuntary
Termination effected within a specified period following the
Change in Control or Hostile Take-Over.

II.  TRANSFER RESTRICTIONS/SHARE ESCROW

          A.   Unvested shares may, in the Plan Administrator's
discretion, be held in escrow by the Corporation until the
Participant's interest in such shares vests or may be issued
directly to the Participant with restrictive legends on the
certificates evidencing such unvested shares.  To the extent an
escrow arrangement is utilized, the unvested shares and any
securities or other assets issued with respect to such shares
(other than regular cash dividends) shall be delivered in escrow
to the Corporation to be held until the Participant's interest in
such shares (or other securities or assets) vests. 
Alternatively, if the unvested shares are issued directly to the
Participant, the restrictive legend on the certificates for such
shares shall read substantially as follows:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND
ARE SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND (II)
CANCELLATION OR REPURCHASE IN THE EVENT THE REGISTERED HOLDER (OR
HIS/HER PREDECESSOR IN INTEREST) CEASES TO REMAIN IN THE
CORPORATION'S SERVICE.  SUCH TRANSFER RESTRICTIONS AND THE TERMS
AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE ARE SET FORTH
IN A STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) DATED:     
                           A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE CORPORATION."

          B.   The Participant shall have no right to transfer
any unvested shares of Common Stock issued to him or her under
the Stock Issuance Program.  For purposes of this restriction,
the term "transfer" shall include (without limitation) any sale,
pledge, assignment, encumbrance, gift, or other disposition of
such shares, whether voluntary or involuntary.  Upon any such
attempted transfer, the unvested shares shall immediately be
cancelled in accordance with substantially the same procedures in
effect under Section I.B.3 of this Article Six, and neither the
Participant nor the proposed transferee shall have any rights
with respect to such cancelled shares.  However, the Participant
shall have the right to make a gift of unvested shares acquired
under the Stock Issuance Program to the Participant's spouse or
issue, including adopted children, or to a trust established for
such spouse or issue, provided the transferee of such shares
delivers to the Corporation a written agreement to be bound by
all the provisions of the Stock Issuance Program and the Issuance
Agreement applicable to the transferred shares.


                               ARTICLE SEVEN

                               MISCELLANEOUS
                              ---------------


I.   LOANS OR INSTALLMENT PAYMENTS 

          A.   The Plan Administrator may, in its discretion,
assist any Optionee or Participant (including an Optionee or
Participant who is an officer of the Corporation), in the
exercise of one or more options granted to such Optionee under
the Discretionary Option Grant Program or the Salary Reduction
Grant Program or the purchase of one or more shares issued to
such Participant under the Stock Issuance Program, including the
satisfaction of any federal, state and local income and
employment tax obligations arising therefrom, by (i) authorizing
the extension of a loan from the Corporation to such Optionee or
Participant or (ii) permitting the Optionee or Participant to pay
the exercise price or purchase price for the acquired shares in
installments over a period of years.  The terms of any loan or
installment method of payment (including the interest rate and
terms of repayment) shall be upon such terms as the Plan
Administrator specifies in the applicable option or issuance
agreement or otherwise deems appropriate under the circumstances. 
Loans or installment payments may be authorized with or without
security or collateral.  However, the maximum credit available to
the Optionee or Participant may not exceed the exercise or
purchase price of the acquired shares (less the par value of such
shares) plus any federal, state and local income and employment
tax liability incurred by the Optionee or Participant in
connection with the acquisition of such shares.

          B.   The Plan Administrator may, in its absolute
discretion, determine that one or more loans extended under this
financial assistance program shall be subject to forgiveness by
the Corporation in whole or in part upon such terms and
conditions as the Plan Administrator may deem appropriate.

II.  AMENDMENT OF THE PLAN AND AWARDS

          A.   The Board has complete and exclusive power and
authority to amend or modify the Plan (or any component thereof)
in any or all respects whatsoever.  However, (i) no such
amendment or modification shall adversely affect rights and
obligations with respect to stock options, stock appreciation
rights or unvested stock issuances at the time outstanding under
the Plan, unless the Optionee or Participant consents to such
amendment, and (ii) any amendment made to the Automatic Option
Grant Program or the Stock Fee Program (or any stock options or
unvested shares outstanding thereunder) shall be in compliance
with the applicable limitations of Section IV of Article Three
and Section III of Article Four.  In addition, the Board may not,
without the approval of the Corporation's stockholders, amend the
Plan to (i) materially increase the maximum number of shares
issuable under the Plan, the number of shares for which options
may be granted to newly elected or continuing non-employee Board
members under Article Three or the maximum number of shares for
which any one individual participating in the Plan may be granted
stock options, concurrently or independently exercisable stock
appreciation rights and direct stock issuances in the aggregate
over the term of the Plan, except for permissible adjustments
under Section VI.E. of Article One, (ii) materially modify the
eligibility requirements for Plan participation or (iii)
materially increase the benefits accruing to Optionees or
Participants.

          B.   Options to purchase shares of Common Stock may be
granted under the Discretionary Option Grant Program and the
Salary Reduction Grant Program and shares of Common Stock may be
issued under the Stock Issuance Program, which are in excess of
the number of shares then available for issuance under the Plan,
provided any excess shares actually issued under the
Discretionary Option Grant Program, the Salary Reduction Grant
Program or the Stock Issuance Program are held in escrow until
stockholder approval is obtained for a sufficient increase in the
number of shares available for issuance under the Plan.  If such
stockholder approval is not obtained within twelve (12) months
after the date the first such excess option grants or excess
share issuances are made, then (i) any unexercised excess options
shall terminate and cease to be exercisable and (ii) the
Corporation shall promptly refund the purchase price paid for any
excess shares actually issued under the Plan and held in escrow,
together with interest (at the applicable short term federal
rate) for the period the shares were held in escrow.

III. TAX WITHHOLDING

          A.   The Corporation's obligation to deliver shares of
Common Stock upon the exercise of stock options or stock
appreciation rights or the direct issuance or vesting of such
shares under the Plan shall be subject to the satisfaction of all
applicable federal, state and local income tax and employment tax
withholding requirements.

          B.   The Plan Administrator may, in its discretion and
in accordance with the provisions of this Section III and such
supplemental rules as the Plan Administrator may from time to
time adopt (including the applicable safe-harbor provisions of
Securities and Exchange Commission Rule 16b-3), provide any or
all holders of Non-Statutory Options (other than the automatic
option grants made pursuant to Article Three) or unvested shares
under the Stock Issuance Program with the right to use shares of
Common Stock in satisfaction of all or part of the federal, state
and local income and employment tax liabilities (the "Taxes")
incurred by such holders in connection with the exercise of their
options or the vesting of their shares.  Such right may be
provided to any such holder in either or both of the following
formats:

          -    Stock Withholding:  The holder of the Non-
               -----------------
Statutory Option or unvested shares may be provided with the
election to have the Corporation withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such Non-
Statutory Option or the vesting of such shares, a portion of
those shares with an aggregate Fair Market Value equal to the
percentage of the Taxes (up to one hundred percent (100%))
specified by such holder.

          -    Stock Delivery:  The holder of the Non-Statutory 
               --------------
Option or the unvested shares may be provided with the election
to deliver to the Corporation, at the time the Non-Statutory
Option is exercised or the shares vest, one or more shares of
Common Stock previously acquired by such individual (other than
in connection with the option exercise or share vesting
triggering the Taxes) with an aggregate Fair Market Value equal
to the percentage of the Taxes (up to one hundred percent (100%))
specified by such holder.

IV.  EFFECTIVE DATE AND TERM OF PLAN

          A.   This Plan shall become effective immediately upon
approval by the Corporation's stockholders at the 1994 Annual
Meeting.  The Plan shall serve as the successor to the
Predecessor Plans, and no further option grants or stock
issuances shall be made under the Predecessor Plans from and
after the date of 1994 Annual Meeting, if this Plan is approved.

          B.   Each option issued and outstanding under the
Predecessor Plans and each unvested share issued thereunder
immediately prior to the Effective Date of this Plan shall be
incorporated into this Plan and treated as an outstanding option
or share issuance under this Plan, but each such option and share
issuance shall continue to be governed solely by the terms and
conditions of the instrument evidencing such grant or issuance,
and nothing in this Plan shall be deemed to affect or otherwise
modify the rights or obligations of the holders of such options
or share issuances with respect to their acquisition of shares of
Common Stock thereunder.

          C.   One or more provisions or features of this Plan
may, in the Plan Administrator's discretion, be extended to any
or all stock options or share issuances outstanding under the
Predecessor Plans on the Effective Date and incorporated into
this Plan.

          D.   The Plan shall terminate upon the earlier of (i)
December 31, 2008 or (ii) the date on which all shares available
for issuance under the Plan shall have been issued or cancelled
pursuant to the exercise of options or stock appreciation rights
or the issuance of shares (whether vested or unvested) under the
Plan.  If the date of termination is determined under clause (i)
above, then all option grants and unvested stock issuances
outstanding on such date shall thereafter continue to have force
and effect in accordance with the provisions of the instruments
evidencing such grants or issuances.

V.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the
sale of shares pursuant to option grants or stock issuances under
the Plan shall be used for general corporate purposes.

VI.  REGULATORY APPROVALS

          A.   The implementation of the Plan, the granting of
any option or stock appreciation right under the Plan, the
issuance of any shares under the Stock Issuance Program, and the
issuance of Common Stock upon the exercise of the stock options
and stock appreciation rights granted hereunder shall be subject
to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the
Plan, the stock options and stock appreciation rights granted
under it and the Common Stock issued pursuant to it.

          B.   No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until there shall
have been compliance with all applicable requirements of federal
and state securities laws, including the filing and effectiveness
of the Form S-8 registration statement for the shares of Common
Stock issuable under the Plan, and all applicable listing
requirements of any securities exchange on which the Common Stock
is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS 

          Neither the action of the Corporation in establishing
the Plan, nor any action taken by the Plan Administrator
hereunder, nor any provision of the Plan shall be construed so as
to grant any individual the right to remain in the Service of the
Corporation (or Subsidiary) for any period of specific duration,
and the Corporation (or any Subsidiary retaining the services of
such individual) may terminate such individual's Service at any
time and for any reason, with or without cause.

<PAGE>
              ADDENDUM I TO AMDAHL 1994 STOCK INCENTIVE PLAN

           AMDAHL CORPORATION UNITED KINGDOM STOCK OPTION SCHEME
          -------------------------------------------------------


Preamble
- --------

          This scheme is for the benefit of those employees of
Amdahl Corporation and its subsidiary corporations who are
subject to taxation in the United Kingdom.  The terms and
conditions of this scheme are established in order to render the
scheme capable of approval as an approved share option scheme
under Schedule 10 of the United Kingdom Finance Act of 1984
("Schedule 10").  Accordingly, the terms and conditions of this
scheme shall be interpreted in a manner consistent with Schedule
10.  All options subject to the provisions of this scheme shall
be specifically designated as "Approved U.K. Stock Options." 

          This scheme is an addendum to the 1994 Stock Incentive
Plan (the "Plan") and should be read in conjunction with the
Plan.  Accordingly, any options specifically designated as
Approved U.K. Stock Options will be subject to the terms and
conditions of the Plan except to the extent that such terms and
conditions differ from (or are otherwise in conflict with) the
express provisions of this scheme.  Any term not otherwise
defined in this scheme shall have the meaning set forth in
Section II, Article One of the Plan.

          (a)  Eligibility.  The individuals eligible to
               -----------
receive Approved U.K. Stock Options shall be limited to: 

               (i)  any director of the Corporation or one or
more of its Subsidiaries who normally devotes not less than an
aggregate of 25 hours per week (excluding meal breaks) to the
duties of such directorships, provided any such grant to a non-
employee director shall be subject to the limitations of Article
Three of the Plan; or 

               (ii) any non-director employee of the Corporation
or its Subsidiaries who is required under his terms of employment
to provide not less than an aggregate of 20 hours per week of
service (excluding meal breaks) to the Corporation or its
Subsidiaries.

          An individual may not be granted, nor may an individual
exercise, an Approved U.K. Stock Option if such individual has at
the time (or had at any time during the preceding twelve (12)
months) a material interest (within the meaning of paragraph
4(1)(b) of Schedule 10) in a close company (as defined under
Chapter III of Part XI of the Taxes Act) which (i) is able to
control the affairs of the Corporation or (ii) is one of a number
of companies which among themselves beneficially own Qualified
Stock possessing not less than three-quarters (3/4) of the total
combined voting power of all classes of Qualified Stock of the
Corporation and each of which beneficially owns not less than
one-twentieth (1/20) of the total combined voting power of all
classes of such stock.  For purposes of this Paragraph (a), the
term "Qualified Stock" shall mean all stock of the Corporation
other than stock which entitles its holders to no right to share
in the profits of the Corporation other than the right to receive
a dividend at a fixed rate.  

          (b)  Stock Issued Pursuant to Exercise of Approved U.K. 
               --------------------------------------------------
Stock Options.  The shares of Common Stock issued pursuant to the
- -------------
exercise of Approved U.K. Stock Options shall not be subject to
any restrictions (as such term is defined in Schedule 10) other
than restrictions which apply to all outstanding shares of Common
Stock.  The issuance of such shares must be effected within
thirty (30) days after the date of exercise of the Approved U.K.
Stock Options.  

          (c)  Loans or Guarantee of Loans.  Notwithstanding the 
               ---------------------------
provisions of Section I, Article Seven of the Plan, (i) no
financing shall be provided directly or indirectly by the
Corporation or any of its Subsidiaries to the holders of Approved
U.K. Stock Options for the purposes of assisting such individuals
in the exercise of their Approved U.K. Stock Options and (ii) no
holder of an Approved U.K. Stock Option shall be permitted to pay
in installments the purchase price of stock acquired pursuant to
the exercise of such option.  

          (d)  Limitation of Rights.  Except as may subsequently 
               --------------------
be permitted by amendment to Schedule 10, no Optionee may be
granted an Approved U.K. Stock Option under the Plan if such
option would, at the time of grant, cause the Fair Market Value
(as of the date of grant) of the Common Stock purchasable under
all Approved U.K. Stock Options granted to such Optionee by (i)
the Corporation, (ii) any company which controls (or at any time
within the preceding twelve (12) months controlled) the
Corporation, (iii) any company which is controlled by (or within
the preceding twelve (12) months was controlled by) the
Corporation, or (iv) any company which is (or within the
preceding twelve (12) months was) under the control of the same
person or persons as control the Corporation to exceed in the
aggregate the greatest of: 

                    (A)  100,000 pounds sterling, 

                    (B)  four (4) times the Optionee's Earnings
for his current or immediately preceding tax year (whichever is
greater), or 

                    (C)  if there are no Earnings for the
previous tax year, four (4) times the Optionee's Earnings for the
twelve (12)-month period measured from the first day of the
current tax year for which there are Earnings.  

For purposes of this scheme, the term "Earnings" shall mean the
Optionee's income from the office or position of employment which
renders him eligible to receive Approved U.K. Stock Options, but
only to the extent such income is subject to United Kingdom
withholding taxes (i.e., PAYE).  The term "Earnings", however,
shall not include any taxable benefits-in-kind included in the
Optionee's income pursuant to Chapter II of Part III of the
Finance Act 1976.  

          (e)  Changes in Capitalization.  No change or
               -------------------------
adjustment shall be effected pursuant to Section VI, Article One
of the Plan to (i) the number and/or class of shares or other
securities covered by an outstanding Approved U.K. Stock Option
or (ii) the exercise price payable per share under an outstanding
Approved U.K. Stock Option unless any approval required by the
Board of Inland Revenue is first obtained.  

          (f)  Amendment of the Scheme.  This scheme may not be
               -----------------------
amended without prior Inland Revenue approval.  Accordingly,
unless Board of Inland Revenue approval shall have been obtained
for any amendment to the Plan, the terms and conditions of this
scheme shall be determined by reference to the provisions of the
Plan as in existence prior to such amendment.  

          (g)  Surrender of Options.  Notwithstanding Sections
               --------------------
III and V, Article Two and Section III, Article Three of the
Plan, no Approved U.K. Stock Option may be surrendered for a cash
or stock payment from the Corporation.  

          (h)  Exercise Upon Death.  Notwithstanding Section I.C.
               -------------------
of Article Two and Section II.H. of Article Three of the Plan,
upon the Optionee's death an Approved U.K. Stock Option may (i)
in no event remain outstanding for more than one (1) year and
(ii) be exercised only by the deceased Optionee's personal
representatives.  

          (i)  Share Limitations.  Notwithstanding Section II.B.,
               -----------------
Article Seven of the Plan, no Approved U.K. Stock Option may be
granted pursuant to the provisions of this scheme to purchase
shares of Common Stock in excess of the number of shares then
available for issuance under the Plan.  

          (j)  Stock Subject to the Scheme.  No Approved U.K.
               ---------------------------
Stock Option may be granted pursuant to the provisions of this
scheme to purchase stock which does not satisfy the requirements
of paragraphs 7 to 11 of Schedule 10.

          (k)  Immediate Sale Program: Date of Exercise. 
               ----------------------------------------
Notwithstanding Section I.A., Article Two of the Plan, with
respect to the exercise of an Approved U.K. Stock Option for
which the option price is being provided through use of the
Immediate Sale Program, the option shall be considered to have
been exercised as of the date written notice of exercise of the
option is delivered to the Corporation provided the option price
is paid within thirty (30) days thereof.  

<PAGE>
              ADDENDUM II TO AMDAHL 1994 STOCK INCENTIVE PLAN

        AMDAHL CORPORATION REPUBLIC OF IRELAND STOCK OPTION SCHEME
       ------------------------------------------------------------

Preamble
- --------

          This scheme is for the benefit of those employees and
directors of Amdahl Corporation and its subsidiary corporations
who are subject to taxation in the Republic of Ireland with
respect to the receipt or exercise of options under the 1994
Stock Incentive Plan (the "Plan").  The terms and conditions of
this scheme are established in order to render the scheme capable
of approval as an approved share option scheme under Schedule 2
of the Republic of Ireland Finance Act, 1986 ("Schedule 2"). 
Accordingly, the terms and conditions of this scheme shall be
interpreted in a manner consistent with Schedule 2.  All options
subject to the provisions of this scheme shall be specifically
designated as "Approved Irish Stock Options." 

          This scheme is an addendum to the Plan and should be
read in conjunction therewith.  Accordingly, any options
specifically designated as Approved Irish Stock Options will be
subject to the terms and conditions of the Plan except to the
extent that such terms and conditions differ from (or otherwise
are in conflict with) the express provisions of this scheme.  It
is intended that options granted under the Plan which are not
specifically designated as Approved Irish Stock Options will not
come within the scope of Section 10 of the Republic of Ireland
Finance Act, 1986.  Any term not defined in this scheme shall
have the meaning set forth in Section II, Article One of the
Plan.

               (a)  Eligibility.  The individuals eligible to
                    -----------
receive Approved Irish Stock Options shall be limited to: 

               (i)  Any director of the Corporation or one or
more of its Subsidiaries who is required to devote substantially
the whole of his time to such directorship or directorships,
provided any such grant to a non-employee director shall be
subject to the limitations of Article Three of the Plan; or 

               (ii) Any non-director employee of the Corporation
or one or more of its Subsidiaries who is required under the
terms of his employment to work for such company or companies for
at least twenty (20) hours per week.

          An individual may not be granted, nor may an individual
exercise, an Approved Irish Stock Option if such individual has
at the time (or had at any time during the preceding twelve (12)
months) a material interest (within the meaning of paragraph 5(4)
of Schedule 2) in a close company (as defined under Part X of the
Republic of Ireland Corporation Tax Act, 1976, as modified by
Paragraph 5(3) of Schedule 2) which is able to control the
affairs of the Corporation or is a member of a consortium (within
the meaning of Paragraph 1(4) of Schedule 2) which owns such a
company.

          (b)  Stock Subject to the Scheme.  The shares of
               ---------------------------
Common Stock issued pursuant to exercise of an Approved Irish
Stock Option shall not be subject to any restrictions which apply
to all Common Stock and shall otherwise satisfy the requirements
of paragraphs 7 to 11 of Schedule 2.  

          (c)  Plan Amendments.  No amendment to the Plan
               ---------------
shall affect the terms and conditions of this scheme or of any
Approved Irish Stock Option until the earlier of (i) the date the
Revenue Commissioner shall have approved such amendment or (ii)
the date the Board specifies that, whether or not approval of the
Revenue Commissioner shall have first been obtained, such
amendment is to become effective with respect to this scheme and
Approved Irish Stock Options.  
