
                                                                   Exhibit 10(i)

                           1996 ACNIELSEN CORPORATION
                       KEY EMPLOYEES' STOCK INCENTIVE PLAN



1.       Purpose of the Plan

              The  purpose  of  the  Plan  is to aid  the  Company  and  its
Subsidiaries in securing and retaining key employees of outstanding  ability and
to motivate such  employees to exert their best efforts on behalf of the Company
and its Subsidiaries by providing incentives through the granting of Awards. The
Company  expects  that it will benefit  from the added  interest  which such key
employees  will  have  in the  welfare  of the  Company  as a  result  of  their
proprietary interest in the Company's success.


2.       Definitions

         The following  capitalized  terms used in the Plan have the respective
meanings set forth in this Section:

                  (a)      Act:  The Securities Exchange Act of 1934, as 
                           amended, or any successor thereto.

                  (b)      Award: An Option, Stock Appreciation Right or Other 
                           Stock-Based Award granted pursuant to the Plan.

                  (c)      Beneficial Owner: As such term is defined in Rule 
                           13d-3 under the Act (or any successor rule thereto).

                  (d)      Board: The Board of Directors of the Company.

                  (e)      Change in Control: The occurrence of any of the 
                           following events:

                           (i) any Person  (other than the Company,  any trustee
                           or  other  fiduciary  holding   securities  under  an
                           employee benefit plan of the Company,  or any company
                           owned, directly or indirectly, by the stockholders of
                           the Company in substantially  the same proportions as
                           their ownership of stock of the Company), becomes the
                           Beneficial   Owner,   directly  or   indirectly,   of

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                           securities of the Company representing 20% or more of
                           the   combined   voting   power   of  the   Company's
                           then-outstanding securities;

                           (ii)  during any period of  twenty-four  months  (not
                           including  any period prior to the  Effective  Date),
                           individuals  who  at the  beginning  of  such  period
                           constitute  the Board,  and any new  director  (other
                           than (A) a  director  nominated  by a Person  who has
                           entered into an agreement  with the Company to effect
                           a transaction described in Sections 2(e)(i), (iii) or
                           (iv) of the Plan,  (B) a  director  nominated  by any
                           Person (including the Company) who publicly announces
                           an  intention to take or to consider  taking  actions
                           (including,   but  not   limited  to,  an  actual  or
                           threatened proxy contest) which if consummated  would
                           constitute  a Change  in  Control  or (C) a  director
                           nominated by any Person who is the Beneficial  Owner,
                           directly or indirectly,  of securities of the Company
                           representing 10% or more of the combined voting power
                           of the Company's  securities)  whose  election by the
                           Board or  nomination  for  election by the  Company's
                           stockholders  was approved in advance by a vote of at
                           least two-thirds (2/3) of the directors then still in
                           office who either were  directors at the beginning of
                           the  period  or  whose  election  or  nomination  for
                           election was  previously  so approved,  cease for any
                           reason to constitute at least a majority thereof;

                           (iii) the  stockholders  of the  Company  approve any
                           transaction or series of transactions under which the
                           Company  is  merged  or  consolidated  with any other
                           company,  other  than a merger or  consolidation  (A)
                           which would  result in the voting  securities  of the
                           Company   outstanding   immediately   prior   thereto
                           continuing   to   represent   (either  by   remaining
                           outstanding   or  by  being   converted  into  voting
                           securities of the surviving entity) more than 66 2/3%
                           of the combined voting power of the voting securities
                           of the Company or such surviving  entity  outstanding
                           immediately  after such merger or  consolidation  and
                           (B) after  which no  Person  holds 20% or more of the
                           combined   voting   power  of  the   then-outstanding
                           securities of the Company or such  surviving  entity;
                           or
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                           (iv) the  stockholders  of the Company approve a plan
                           of  complete   liquidation   of  the  Company  or  an
                           agreement for the sale or  disposition by the Company
                           of all or substantially all of the Company's assets.

                  (f)      Code: The Internal Revenue Code of 1986, as amended,
                           or any successor thereto.

                  (g)      Committee: The Compensation Committee of the Board.

                  (h)      Company: ACNielsen Corporation, a Delaware 
                           corporation.

                  (i)      D&B:  The Dun & Bradstreet Corporation, a Delaware 
                           corporation.

                  (j)      Disability: Inability to engage in any substantial 
                           gainful activity by reason of a medically 
                           determinable physical or mental impairment which
                           constitutes a permanent and total disability, as 
                           defined in Section 22(e)(3) of the Code (or any 
                           successor section thereto).  The determination 
                           whether a Participant has suffered a Disability
                           shall be made by the Committee based upon such 
                           evidence as it deems necessary and appropriate.  A 
                           Participant shall not be considered disabled unless
                           he or she furnishes such medical or other evidence 
                           of the existence of the Disability as the Committee,
                           in its sole discretion, may require.

                  (k)      Effective Date: The date on which the Plan takes 
                           effect, as defined pursuant to Section 17 of the 
                           Plan.

                  (l)      Fair Market Value: On a given date, the arithmetic 
                           mean of the high and low prices of the Shares as 
                           reported on such date on the Composite Tape of the 
                           
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                           principal national securities exchange on which such
                           Shares are listed or admitted to trading, or, if no
                           Composite Tape exists for such national securities 
                           exchange on such date, then on the principal national
                           securities exchange on which such Shares are listed 
                           or admitted to trading, or, if the Shares are not 
                           listed or admitted on a national securities exchange,
                           the arithmetic mean of the per Share closing bid 
                           price and per Share closing asked price on such date
                           as quoted on the National Association of Securities 
                           Dealers Automated Quotation System (or such market in
                           which such prices are regularly quoted), or, if 
                           there is no market on which the Shares are regularly
                           quoted, the Fair Market Value shall be the value 
                           established by the Committee in good faith.  If no 
                           sale of Shares shall have been reported on such 
                           Composite Tape or such national securities exchange 
                           on such date or quoted on the National Association 
                           of Securities Dealers Automated Quotation System on 
                           such date, then the immediately preceding date on 
                           which sales of the Shares have been so reported or 
                           quoted shall be used.

                  (m)      LSAR: A limited stock appreciation right granted 
                           pursuant to Section 8(d) of the Plan.

                  (n)      Other Stock-Based Awards: Awards granted pursuant to
                           Section 9 of the Plan.

                  (o)      Option:  A stock option granted pursuant to Section 7
                           of the Plan.

                  (p)      Option Price:  The purchase price per Share of an 
                           Option, as determined pursuant to Section 7(a) of the
                           Plan.

                  (q)      Participant: An individual who is selected by the 
                           Committee to participate in the Plan pursuant to 
                           Section 5 of the Plan.

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                  (r)      Performance-Based Awards: Certain Other Stock-Based 
                           Awards granted pursuant to Section 9(b) of the Plan.

                  (s)      Person: As such term is used for purposes of Section
                           13(d) or 14(d) of the Act (or any successor section 
                           thereto).

                  (t)      Plan: The 1996 ACNielsen Corporation Key Employees' 
                           Stock Incentive Plan.

                  (u)      Retirement:  Termination of employment  with the
                           Company or a Subsidiary  after such  Participant  has
                           attained  age 55 and ten  years of  service  with the
                           Company;  or, with the prior  written  consent of the
                           Committee  that  such  termination  be  treated  as a
                           Retirement hereunder, termination of employment under
                           other circumstances.

                  (v)      Shares:  Shares of common stock, par value $0.01 per
                           Share, of the Company.

                  (w)      Spinoff Date:  The date on which the Shares that are
                           owned by D&B are distributed to the holders of 
                           record of shares of D&B.

                  (x)      Stock Appreciation Right: A stock appreciation right
                           granted pursuant to Section 8 of the Plan.

                  (y)      Subsidiary: A subsidiary corporation, as defined in 
                           Section 424(f) of the Code (or any successor section
                           thereto).


3.       Shares Subject to the Plan

                  The total  number of Shares which may be issued under the Plan
is  12,000,000.  The  maximum  number of Shares for which  Awards may be granted
during a  calendar  year to any  Participant  shall be  700,000.  The Shares may
consist,  in whole or in part,  of  unissued  Shares  or  treasury  Shares.  The
issuance  of Shares or the  payment of cash upon the  exercise of an Award shall
reduce  the total  number of Shares  available  under the Plan,  as  applicable.

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Shares which are subject to Awards which terminate or lapse may be granted again
under the Plan.


4.       Administration

                  The Plan shall be  administered  by the  Committee,  which may
delegate its duties and powers in whole or in part to any  subcommittee  thereof
consisting  solely  of at  least  two  individuals  who are  each  "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and  "outside  directors"  within the meaning of Section  162(m) of the
Code  (or any  successor  section  thereto).  The  Committee  is  authorized  to
interpret the Plan, to  establish,  amend and rescind any rules and  regulations
relating  to the  Plan,  and to make  any  other  determinations  that it  deems
necessary or desirable  for the  administration  of the Plan.  The Committee may
correct any defect or supply any omission or reconcile any  inconsistency in the
Plan in the manner and to the extent the Committee deems necessary or desirable.
Any decision of the Committee in the  interpretation  and  administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned (including,  but
not  limited  to,  Participants  and their  beneficiaries  or  successors).  The
Committee  shall require  payment of any amount it may determine to be necessary
to withhold for federal, state, local or other taxes as a result of the exercise
of an Award. Unless the Committee specifies otherwise, the Participant may elect
to pay a portion or all of such  withholding  taxes by (a) delivery in Shares or
(b) having  Shares  withheld  by the  Company  from any  Shares  that would have
otherwise been received by the Participant. The number of Shares so delivered or
withheld  shall have an aggregate  Fair Market Value  sufficient  to satisfy the
applicable withholding taxes. If the chief executive officer of the Company is a
member of the Board, the Board by specific  resolution may constitute such chief
executive  officer as a committee of one which shall have the authority to grant
Awards of up to an  aggregate  of 10,000  Shares in each  calendar  year to each
Participant who is not subject to the rules  promulgated under Section 16 of the
Act (or any successor section thereto);  provided,  however, that (a) such chief
executive officer shall notify the Committee of any such grants made pursuant to
this  Section 4 and (b) the  chairman of the  Committee  shall  approve any such
grants made pursuant to this Section 4.

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5.       Eligibility

                  Key employees  (but not members of the Committee or any person
who serves only as a director) of the Company and its Subsidiaries, who are from
time to time  responsible  for the  management,  growth  and  protection  of the
business of the Company and its Subsidiaries,  are eligible to be granted Awards
under  the  Plan.  Participants  shall  be  selected  from  time  to time by the
Committee, in its sole discretion,  from among those eligible, and the Committee
shall determine,  in its sole discretion,  the number of Shares to be covered by
the Awards granted to each Participant.


6.       Limitations

                  No Award  may be  granted  under  the  Plan  after  the  tenth
anniversary  of the Effective  Date, but Awards  theretofore  granted may extend
beyond that date.


7.       Terms and Conditions of Options

                  Options  granted under the Plan shall be, as determined by the
Committee,  non-qualified,  incentive or other stock options for federal  income
tax purposes, as evidenced by the related Award agreements, and shall be subject
to the foregoing and the following  terms and conditions and to such other terms
and conditions, not inconsistent therewith, as the Committee shall determine:

                  (a)  Option Price.  The Option Price per Share shall be 
determined by the Committee, but shall not be less than 100% of the Fair Market
Value of the Shares on the date an Option is granted.

                  (b)  Exercisability.  Options  granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee,  but in no event shall an Option be exercisable  more than ten
years after the date it is granted.

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                  (c) Exercise of Options.  Except as otherwise  provided in the
Plan or in an Award agreement,  an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then  exercisable.  For purposes
of Section 7 of the Plan,  the exercise  date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company  pursuant to clauses (i),  (ii) or (iii)
in the  following  sentence.  The  purchase  price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the  Participant  (i) in cash,  (ii) in Shares  having a Fair
Market Value equal to the aggregate  Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee, (iii)
partly in cash and partly in such Shares, (iv) through the withholding of Shares
(which would otherwise be delivered to the  Participant)  with an aggregate Fair
Market Value on the  exercise  date equal to the  aggregate  Option Price or (v)
through the delivery of irrevocable instructions to a broker to deliver promptly
to the  Company an amount  equal to the  aggregate  Option  Price for the Shares
being  purchased.  No  Participant  shall have any rights to  dividends or other
rights of a  stockholder  with respect to Shares  subject to an Option until the
Participant has given written notice of exercise of the Option, paid in full for
such Shares and, if applicable,  has satisfied any other  conditions  imposed by
the Committee pursuant to the Plan.

                  (d) Exercisability Upon Termination of Employment by Death. If
a Participant's  employment with the Company and its Subsidiaries  terminates by
reason  of death  after  the date of grant  of an  Option,  (i) the  unexercised
portion of such Option shall  immediately vest in full and (ii) such portion may
thereafter be exercised  during the shorter of (A) the remaining  stated term of
the Option or (B) five years after the date of death.

                  (e)   Exercisability   Upon   Termination   of  Employment  by
Disability or Retirement. If a Participant's employment with the Company and its
Subsidiaries  terminates by reason of Disability or Retirement after the date of
grant of an Option, (i) the unexercised portion of such Option shall immediately
vest in full and (ii) such  portion  may  thereafter  be  exercised  during  the
shorter of (A) the  remaining  stated term of the Option or (B) five years after
the  date  of such  termination  of  employment;  provided,  however,  that if a
Participant  dies  within a period  of five  years  after  such  termination  of
employment,  an  unexercised  Option may  thereafter  be  exercised,  during the
shorter of (i) the  remaining  stated term of the Option or (ii) the period that
is the longer of (A) five years after the date of such termination of employment
or (B) one year after the date of death.

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                  (f)  Effect  of Other  Termination  of  Employment.  Except as
otherwise provided in an Award agreement, if a Participant's employment with the
Company  and its  Subsidiaries  terminates  for any  reason  other  than  death,
Disability  or  Retirement  after the date of grant of an  Option  as  described
above,  an  unexercised  Option may  thereafter  be exercised  during the period
ending 90 days after the date of such termination of employment, but only to the
extent to which such Option was  exercisable at the time of such  termination of
employment.


8.       Terms and Conditions of Stock Appreciation Rights

                  (a)  Grants.   The  Committee  also  may  grant  (i)  a  Stock
Appreciation  Right independent of an Option or (ii) a Stock  Appreciation Right
in connection with an Option, or a portion thereof.  A Stock  Appreciation Right
granted pursuant to clause (ii) of the preceding  sentence (A) may be granted at
the time the related  Option is granted or at any time prior to the  exercise or
cancellation of the related  Option,  (B) shall cover the same Shares covered by
an Option (or such lesser number of Shares as the Committee may  determine)  and
(C) shall be subject to the same terms and  conditions as such Option except for
such  additional  limitations  as are  contemplated  by this  Section 8 (or such
additional limitations as may be included in an Award agreement).
                  (b)  Terms.   The   exercise   price  per  Share  of  a  Stock
Appreciation  Right shall be an amount  determined  by the  Committee  but in no
event shall such amount be less than the greater of (i) the Fair Market Value of
a Share on the date the Stock Appreciation Right is granted or, in the case of a
Stock  Appreciation  Right granted in conjunction  with an Option,  or a portion
thereof,  the Option Price of the related Option and (ii) an amount permitted by
applicable laws, rules,  by-laws or policies of regulatory  authorities or stock
exchanges.  Each Stock Appreciation Right granted independent of an Option shall
entitle a Participant  upon exercise to an amount equal to (i) the excess of (A)
the Fair Market  Value on the  exercise  date of one Share over (B) the exercise
price  per  Share,  times  (ii)  the  number  of  Shares  covered  by the  Stock
Appreciation Right. Each Stock Appreciation Right granted in conjunction with an

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Option,  or a portion  thereof,  shall entitle a Participant to surrender to the
Company the unexercised Option, or any portion thereof,  and to receive from the
Company in exchange  therefor an amount  equal to (i) the excess of (A) the Fair
Market  Value on the  exercise  date of one Share over (B) the Option  Price per
Share,  times  (ii) the  number of Shares  covered  by the  Option,  or  portion
thereof, which is surrendered.  The date a notice of exercise is received by the
Company shall be the exercise date.  Payment shall be made in Shares or in cash,
or partly in Shares and partly in cash, valued at such Fair Market Value, all as
shall be determined by the Committee. Stock Appreciation Rights may be exercised
from time to time upon  actual  receipt  by the  Company  of  written  notice of
exercise  stating  the number of Shares  subject to an  exercisable  Option with
respect to which the Stock Appreciation Right is being exercised.  No fractional
Shares will be issued in payment for Stock Appreciation Rights, but instead cash
will be paid for a fraction or, if the Committee should so determine, the number
of Shares will be rounded downward to the next whole Share.

                  (c) Limitations.  The Committee may impose, in its discretion,
such conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

                  (d) Limited Stock Appreciation Rights. The Committee may grant
LSARs that are exercisable upon the occurrence of specified  contingent  events.
Such LSARs may provide for a different method of determining  appreciation,  may
specify  that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable.  Unless the context
otherwise requires,  whenever the term "Stock Appreciation Right" is used in the
Plan, such term shall include LSARs.


9.       Other Stock-Based Awards

                  (a) Generally.  The  Committee,  in its sole  discretion,  may
grant Awards of Shares,  Awards of restricted  Shares and Awards that are valued
in whole or in part by reference to, or are  otherwise  based on the Fair Market
Value of, Shares ("Other  Stock-Based  Awards").  Such Other Stock-Based  Awards

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shall be in such form, and dependent on such conditions,  as the Committee shall
determine,  including,  without  limitation,  the right to  receive  one or more
Shares (or the  equivalent  cash value of such Shares) upon the  completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance  objectives.  Other  Stock-Based  Awards may be granted  alone or in
addition to any other Awards  granted under the Plan.  Subject to the provisions
of the Plan, the Committee  shall  determine to whom and when Other  Stock-Based
Awards  will be made,  the  number of Shares to be awarded  under (or  otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash,  Shares or a combination  of cash and Shares;  and all
other terms and conditions of such Awards (including,  without  limitation,  the
vesting  provisions  thereof).  Notwithstanding  the  foregoing:  (i) any  Other
Stock-Based  Awards  consisting of restricted  Shares or phantom Shares that are
payable  in  Shares,  and which are not  identified  by the  Committee  as being
granted in lieu of salary or a cash bonus,  shall  become fully vested no sooner
than the earlier of (A) the death or Disability of the  Participant to whom such
Other Stock-Based Award was made or (B) either (I) three years after the date of
grant  thereof,  if vesting is based  solely  upon the lapse of time or (II) one
year  after  the date of  grant  thereof,  if  vesting  is based on  performance
criteria; and (ii) any Other Stock-Based Awards, other than restricted Shares or
phantom Shares  described in Section  9(a)(i) above,  shall be identified by the
Committee as being granted in lieu of salary or a cash bonus; provided, however,
that the  Committee may grant Other  Stock-Based  Awards that do not comply with
the foregoing  provisions of this sentence if such Other  Stock-Based  Awards in
the  aggregate do not exceed five percent of the total number of Shares that may
be issued under the Plan.

                  (b) Performance-Based Awards.  Notwithstanding anything to the
contrary herein,  certain Other Stock-Based  Awards granted under this Section 9
may be granted in a manner  which is  deductible  by the Company  under  Section
162(m)  of the  Code  (or any  successor  section  thereto)  ("Performance-Based
Awards"). A Participant's  Performance-Based  Award shall be determined based on
the  attainment  of written  performance  goals  approved by the Committee for a
performance  period  established by the Committee (i) while the outcome for that
performance  period  is  substantially  uncertain  and (ii) no more than 90 days
after the  commencement of the performance  period to which the performance goal

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relates  or, if less,  the  number of days  which is equal to 25  percent of the
relevant  performance  period.  The performance  goals, which must be objective,
shall be based  upon one or more of the  following  criteria:  (i)  consolidated
earnings  before or after taxes  (including  earnings  before  interest,  taxes,
depreciation and amortization);  (ii) net income;  (iii) operating income;  (iv)
earnings  per  Share;  (v) book value per Share;  (vi)  return on  stockholders'
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital  structure;  (x)  profitability  of an identifiable  business unit or
product;  (xi) maintenance or improvement of profit margins;  (xii) stock price;
(xiii)  market  share;  (xiv)  revenues or sales;  (xv) costs;  (xvi) cash flow;
(xvii) working capital and (xviii) return on assets.  The foregoing criteria may
relate to the  Company,  one or more of its  Subsidiaries  or one or more of its
divisions or units, or any  combination of the foregoing,  and may be applied on
an absolute  basis  and/or be relative  to one or more peer group  companies  or
indices, or any combination  thereof,  all as the Committee shall determine.  In
addition,  to the  degree  consistent  with  Section  162(m) of the Code (or any
successor  section  thereto),  the performance  goals may be calculated  without
regard to extraordinary  items. The maximum amount of a Performance-Based  Award
to any  Participant  with  respect  to a  fiscal  year of the  Company  shall be
$6,000,000. The Committee shall determine whether, with respect to a performance
period,  the applicable  performance goals have been met with respect to a given
Participant  and, if they have,  to so certify and  ascertain  the amount of the
applicable Performance-Based Award. No Performance-Based Awards will be paid for
such performance period until such  certification is made by the Committee.  The
amount of the  Performance-Based  Award actually paid to a given Participant may
be less than the amount  determined by the applicable  performance goal formula,
at the discretion of the Committee.  The amount of the  Performance-Based  Award
determined  by the  Committee  for a  performance  period  shall  be paid to the
Participant  at such time as determined by the Committee in its sole  discretion
after the end of such performance period; provided,  however, that a Participant
may, if and to the extent  permitted by the  Committee and  consistent  with the
provisions  of  Section  162(m)  of  the  Code,  elect  to  defer  payment  of a
Performance-Based Award.

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10.      Adjustments Upon Certain Events

                  Notwithstanding  any  other  provisions  in  the  Plan  to the
contrary,  the following  provisions shall apply to all Awards granted under the
Plan:

                  (a) Generally.  In the event of any change in the  outstanding
Shares  after the  Effective  Date by reason  of any  Share  dividend  or split,
reorganization,  recapitalization,  merger, consolidation, spin-off, combination
or  exchange  of Shares or other  corporate  exchange,  or any  distribution  to
stockholders of Shares other than regular cash  dividends,  the Committee in its
sole discretion and without  liability to any person may make such  substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other  securities  issued or reserved for issuance  pursuant to the
Plan or pursuant to outstanding  Awards,  (ii) the Option Price and/or (iii) any
other affected terms of such Awards.

                  (b) Change in  Control.  Except as  otherwise  provided  in an
Award agreement,  in the event of a Change in Control, the Committee in its sole
discretion and without liability to any person may take such actions, if any, as
it deems  necessary or desirable with respect to any Award  (including,  without
limitation,  (i) the acceleration of an Award, (ii) the payment of a cash amount
in exchange for the  cancellation  of an Award and/or (iii) the requiring of the
issuance of substitute Awards that will substantially preserve the value, rights
and benefits of any affected Awards previously granted hereunder) as of the date
of the consummation of the Change in Control.


11.      No Right to Employment

                  The  granting  of an Award  under  the Plan  shall  impose  no
obligation  on the Company or any  Subsidiary  to continue the  employment  of a
Participant and shall not lessen or affect the Company's or  Subsidiary's  right
to terminate the employment of such Participant.


12.      Successors and Assigns

                  The Plan shall be binding on all successors and assigns of the
Company and a  Participant,  including  without  limitation,  the estate of such
Participant and the executor,  administrator  or trustee of such estate,  or any
receiver  or  trustee  in  bankruptcy  or  representative  of the  Participant's
creditors.

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13.      Nontransferability of Awards

                  An  Award  shall  not be  transferable  or  assignable  by the
Participant  otherwise than by will or by the laws of descent and  distribution.
During the lifetime of a Participant, an Award shall be exercisable only by such
Participant.  An Award  exercisable  after  the  death of a  Participant  may be
exercised by the  legatees,  personal  representatives  or  distributees  of the
Participant.  Notwithstanding anything to the contrary herein, the Committee, in
its sole  discretion,  shall have the authority to waive this Section 13 (or any
part  thereof) to the extent that this  Section 13 (or any part  thereof) is not
required  under  the  rules  promulgated  under  any  law,  rule  or  regulation
applicable to the Company.


14.      Amendments or Termination

                  The Board may amend,  alter or  discontinue  the Plan,  but no
amendment,  alteration or  discontinuation  shall be made which, (a) without the
approval of the  stockholders  of the Company,  would  (except as is provided in
Section 10 of the Plan),  (i) increase  the total number of Shares  reserved for
the  purposes of the Plan,  (ii)  change the maximum  number of Shares for which
Awards may be granted to any Participant, (iii) materially increase the benefits
accruing  to  Participants   under  the  Plan  or  (iv)  materially  modify  the
eligibility  requirements  for  participation  in the Plan,  or (b)  without the
consent of a Participant,  would impair any of the rights or  obligations  under
any Award  theretofore  granted to such  Participant  under the Plan;  provided,
however,  that the  Committee  may  amend  the Plan in such  manner  as it deems
necessary to permit the granting of Awards meeting the  requirements of the Code
or other applicable laws.  Notwithstanding  anything to the contrary herein, the
Board may not amend,  alter or discontinue  the  provisions  relating to Section
10(b) of the Plan after the occurrence of a Change in Control.


15.  International Participants

                  With  respect to  Participants  who reside or work outside the
United  States  of  America  and who are not  (and who are not  expected  to be)
"covered  employees"  within  the  meaning of  Section  162(m) of the Code,  the
Committee  may,  in its sole  discretion,  amend the terms of the Plan or Awards
with  respect  to such  Participants  in order to  conform  such  terms with the
requirements of local law.

<PAGE>

16.      Choice of Law

                   The Plan shall be governed  by and  construed  in  accordance
with the laws of the State of New York  applicable  to contracts  made and to be
performed in the State of New York.


17.      Effectiveness of the Plan

                  The Plan shall be  effective  as of the Spinoff  Date.  If the
Plan is not  approved  by the  stockholders  of the  Company  prior to the first
anniversary of the Spinoff Date, no Awards may be granted thereafter.


