APPENDIX A
 
                           COLGATE-PALMOLIVE COMPANY
                            1997 STOCK OPTION PLAN
 
SECTION 1. PURPOSE; DEFINITIONS
 
  The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers and employees and to provide the
Company and its subsidiaries with a stock plan providing incentives more
directly linked to the profitability of the Company's businesses and increases
in stockholder value.
 
For purposes of the Plan, the following terms are defined as set forth below:
 
  (a)"Affiliate" means a corporation or other entity controlled by the Company
and designated by the Committee from time to time as such.
 
  (b)"Award" means an award of Stock Appreciation Rights or Stock Options.
 
  (c)"Board" means the Board of Directors of the Company.
 
  (d)"Cause" means (1) conviction of a participant for committing a felony
under federal law or the law of the state in which such action occurred, (2)
dishonesty in the course of fulfilling a participant's employment duties, or
(3) willful and deliberate failure on the part of a participant to perform his
employment duties in any material respect, or such other events as shall be
determined by the Committee. The Committee shall have the sole discretion to
determine whether "Cause" exists, and its determination shall be final.
 
  (e)"Change in Control" and "Change in Control Price" have the meanings set
forth in Sections 8(b) and (c), respectively.
 
  (f)"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
 
  (g)"Commission" means the Securities and Exchange Commission or any
successor agency.
 
  (h)"Committee" means the Committee referred to in Section 2.
 
  (i)"Common Stock" means common stock, par value $1.00 per share, of the
Company.
 
  (j)"Company" means Colgate-Palmolive Company, a Delaware corporation.
 
  (k)"Disability" means permanent and total disability as determined under
Company procedures in effect on the effective date of the Plan or as otherwise
established by the Committee for purposes of the Plan.
 
  (l)"Early Retirement" means retirement from active employment with the
Company, a subsidiary or Affiliate pursuant to the early retirement provisions
of the applicable pension plan of such employer.
 
  (m)"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.
 
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  (n)"Fair Market Value" means, as of any given date, the mean between the
highest and lowest reported sales prices of the Common Stock on the New York
Stock Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed. If there is
no regular public trading market for such Common Stock, the Fair Market Value
of the Common Stock shall be determined by the Committee in good faith.
 
  (o)"Incentive Stock Option" or "ISO" means any Stock Option designated as,
and qualified as, an "incentive stock option" within the meaning of Section 422
of the Code.
 
  (p)"Non-Employee Director" means a member of the Board who qualifies as a
"Non-Employee Director" as defined in Rule 16b-3(b)(3), as promulgated by the
Commission under the Exchange Act, or any successor definition adopted by the
Commission.
 
  (q)"Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
 
  (r)"Normal Retirement" means retirement from active employment with the
Company, a subsidiary or Affiliate at or after age 65.
 
  (s)"Plan" means the Colgate-Palmolive Company 1997 Stock Incentive Plan, as
set forth herein and as hereinafter amended from time to time.
 
  (t)"Replacement Option" means a Stock Option awarded pursuant to Section 5(j)
in conjunction with the exercise, using Common Stock, of a previously
outstanding Stock Option.
 
  (u)"Retirement" means Normal or Early Retirement.
 
  (v)"Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.
 
  (w)"Stock Appreciation Right" means a right granted under Section 6.
 
  (x)"Stock Option" means an option granted under Section 5. For purposes of
Section 5(j) only, the term "Stock Option" shall include options to purchase
Common Stock granted under the 1987 Stock Option Plan and the 1996 Stock Option
Plan which remain unexercised as of the effective date of this Plan.
 
  (y)"Termination of Employment" means the termination of the participant's
employment with the Company and any subsidiary or Affiliate. A participant
employed by a subsidiary or an Affiliate shall also be deemed to incur a
Termination of Employment if the subsidiary or Affiliate ceases to be such a
subsidiary or an Affiliate, as the case may be, and the participant does not
immediately thereafter become an employee of the Company or another subsidiary
or Affiliate. Temporary absences from employment because of illness, vacation
or leave of absence and transfers among the Company and its subsidiaries and
Affiliates shall not be considered Terminations of Employment.
 
  In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.
 
 
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SECTION 2. ADMINISTRATION
 
  The Plan shall be administered by the Personnel & Organization Committee
designated by the Board pursuant to the Company's By-Laws. If at any time there
is no such Personnel & Organization Committee, or such Personnel & Organization
Committee shall fail to be composed of at least two directors each of whom is
both (1) a Non-Employee Director and (2) an "outside director" within the
meaning of Section 162(m)(4) of the Code, the Plan shall be administered by a
Committee selected by the Board and composed of not less than two individuals,
each of whom shall be such a Non-Employee Director and such an outside
director.
 
  The Committee shall have plenary authority to grant Awards pursuant to the
terms of the Plan to officers and employees of the Company and its subsidiaries
and Affiliates.
 
  Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
 
  (a)To select the officers and employees to whom Awards may from time to time
be granted;
 
  (b)Determine whether and to what extent Incentive Stock Options, Nonqualified
Stock Options, Stock Appreciation Rights or any combination thereof are to be
granted hereunder;
 
  (c)Determine the number of shares of Common Stock to be covered by each Award
granted hereunder;
 
  (d)Determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the option price (subject to Section 5(a)), any
vesting condition, restriction or limitation and any acceleration of vesting or
waiver of forfeiture regarding any Award and the shares of Common Stock
relating thereto, based on such factors as the Committee shall determine;
 
  (e)Subject to the provisions of Section 9, modify, amend or adjust the terms
and conditions of any Award, at any time or from time to time; and
 
  (f)Determine to what extent and under what circumstances Common Stock and
other amounts payable with respect to an Award shall be deferred.
 
  The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
 
  The Committee may act only by a majority of its members then in office,
except that the Committee may (1) authorize the delegation to designated
officers or employees of the Company such of its powers and authority under the
Plan as it deems appropriate (provided that no such authorization may be made
that would cause Awards or other transactions under the Plan to fail to be
exempt from Section 16(b) of the Exchange Act) and (2) authorize any one or
more of the members of the Committee or any designated officer or employee of
the Company to execute and deliver documents on behalf of the Committee.
 
  Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee
 
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or such delegate(s) at the time of the grant of the Award or, unless in
contravention of any express term of the Plan, at any time thereafter. All
decisions made by the Committee or any appropriately delegated officer(s) or
employee(s) pursuant to the provisions of the Plan shall be final and binding
on all persons, including the Company and Plan participants.
 
SECTION 3. COMMON STOCK SUBJECT TO PLAN
 
  The total number of shares of Common Stock reserved and available for
issuance pursuant to Stock Options under the Plan shall be 15,000,000 (the
"Plan Maximum"). However, except for purposes of determining the number of
shares available for issuance pursuant to Incentive Stock Options (which shall
not exceed such number) the Plan Maximum shall be increased by (i) the number
of shares of Common Stock used to pay the exercise price of Stock Options and
(ii) the number of Stock Options which have terminated upon expiration,
cancellation, forfeiture or otherwise. The number of shares of Common Stock
covered by Awards granted to any one participant shall not exceed the greater
of (a), in any one year, 0.5% of the number of shares of Common Stock
outstanding as of the December 31 preceding the grant (as adjusted pursuant to
the final paragraph of this Section) or (b) in the case of a multi-year grant,
the product of the amount in (a) and the number of years for which the grant
is intended (regardless of how such shares are allocated over such period).
Shares subject to an Award under the Plan may be authorized and unissued
shares or may be treasury shares.
 
  In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property
of the Company, any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or any partial
or complete liquidation of the Company, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, in the aggregate limit on grants to
individuals, in the number, kind and option price of shares subject to
outstanding Stock Options and Stock Appreciation Rights, and/or such other
equitable substitution or adjustments as it may determine to be appropriate in
its sole discretion; provided, however, that the number of shares subject to
any Award shall always be a whole number.
 
SECTION 4. ELIGIBILITY
 
  Officers and employees of the Company, its subsidiaries and Affiliates who
are in a position to contribute materially to the success of the Company, its
subsidiaries or Affiliates are eligible to be granted Awards under the Plan.
No grant shall be made under this Plan to a director who is not an officer or
a salaried employee of the Company, its subsidiaries or Affiliates.
 
SECTION 5. STOCK OPTIONS
 
  Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Nonqualified Stock Options. Any Stock Option
 
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granted under the Plan shall be in such form as the Committee may from time to
time approve. Stock Options granted under Section 5(j) of the Plan may include
Replacement Options related to Stock Options granted under the 1987 Stock
Option Plan and the 1996 Stock Option Plan.
 
  The Committee shall have the authority to grant any optionee Incentive Stock
Options, Nonqualified Stock Options or both types of Stock Options (in each
case with or without Stock Appreciation Rights); provided, however, that grants
hereunder are subject to the aggregate limit on grants to individual
participants set forth in Section 3. Incentive Stock Options may be granted
only to employees of the Company and its subsidiaries (within the meaning of
Section 424(f) of the Code). To the extent that any Stock Option is not
designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a Nonqualified Stock
Option.
 
  Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Nonqualified Stock Option. The grant of a Stock Option shall occur on the date
the Committee, by resolution, selects an individual to be a participant in any
grant of a Stock Option, determines the number of shares of Common Stock to be
subject to such Stock Option to be granted to such individual and specifies the
terms and provisions of the Stock Option. The Company shall notify a
participant of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to the
participant. Such agreement or agreements shall become effective upon execution
by the Company and the participant.
 
  Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered
nor shall any discretion or authority granted under the Plan be exercised so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
 
  Stock Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable:
 
  (a)Option Price. The option price per share of Common Stock purchasable under
a Stock Option shall not be less than the Fair Market Value of the Common Stock
subject to the Stock Option on the date of grant.
 
  (b)Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10
years after the date the Stock Option is granted.
 
  (c)Exercisability. Except as otherwise provided herein, Stock Options shall
be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee. If the Committee provides that any
Stock Option is exercisable only in installments, the Committee may at any time
waive such installment exercise provisions, in whole or in part, based on such
factors as the Committee may determine. In addition, the Committee may at any
time accelerate the exercisability of any Stock Option.
 
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  (d)Method of Exercise. Subject to the provisions of this Section 5, Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving written notice of exercise to the Company specifying the number
of shares of Common Stock subject to the Stock Option to be purchased.
 
  Such notice shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Company may accept.
Unless otherwise determined by the Committee, such payment may also be made in
full or in part in the form of unrestricted Common Stock already owned by the
optionee of the same class as the Common Stock subject to the Stock Option
(based on the Fair Market Value of the Common Stock on the date the Stock
Option is exercised); provided, however, that, (i) any Common Stock used to
make such payment shall have been held for at least six months, (ii) Common
Stock subject to restrictions on resale pursuant to Section 5(j) hereof may be
used for such payment, and (iii) in the case of an Incentive Stock Option, the
right to make payment in the form of already owned shares of Common Stock may
be authorized only at the time the Stock Option is granted.
 
  The Company may make loans to such participants as the Committee, in its
discretion, may determine (including a participant who is a director or officer
of the Company) in connection with the exercise of Stock Options in an amount
up to the exercise price of the Stock Option to be exercised plus any
applicable withholding taxes. In no event may any such loan exceed the Fair
Market Value, at the date of exercise, of the shares covered by the Stock
Option, or portion thereof, exercised by the participant. Such loans shall be
subject to such terms and conditions as the Committee shall determine. Every
loan shall comply with all applicable laws, regulations and rules of the
Federal Reserve Board and any other governmental agency having jurisdiction.
 
  Unless otherwise determined by the Committee, payment for any shares subject
to a Stock Option may also be made by delivering a properly executed exercise
notice to the Company, together with a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
to pay the purchase price, and, if requested, by the amount of any federal,
state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms.
 
  No shares of Common Stock shall be issued until full payment therefor has
been made. An optionee shall have all of the rights of a shareholder of the
Company holding the class or series of Common Stock that is subject to such
Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends), when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has given the
representation described in Section 11(a).
 
  (e)Nontransferability of Stock Options. No Stock Option shall be transferable
by the optionee other than (1) by will or by the laws of descent and
distribution; (2) in the case of a Nonqualified Stock Option, pursuant to a
qualified domestic relations order (as defined in the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder); or (3) as otherwise determined by the Committee (provided that no
such determination may be made that would cause Awards or other transactions
under the Plan to fail to be exempt under Section 16(b) of the Exchange Act).
All Stock Options shall be exercisable, subject to the terms of this Plan,
during the optionee's lifetime, only by the optionee or by the guardian or
legal representative of the optionee, or,
 
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in the case of a Nonqualified Stock Option, its alternative payee pursuant to
such qualified domestic relations order, or the recipient of a transfer of such
Stock Option permitted pursuant to clause (3) of the preceding sentence, it
being understood that the terms "holder" and "optionee" include the guardian
and legal representative of the optionee named in the option agreement and any
permitted transferee thereof.
 
  (f)Termination by Reason of Death. Unless otherwise determined by the
Committee, if an optionee's employment terminates by reason of death, any Stock
Option held by such optionee may thereafter be fully exercised (whether or not
the Stock Option was fully exercisable) for a period of three years from the
date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
 
  (g)Termination by Reason of Disability or Retirement. Unless otherwise
determined by the Committee, if an optionee's employment terminates by reason
of Disability or Retirement, any Stock Option held by such optionee may
thereafter be fully exercised by the optionee (whether or not the Stock Option
was fully exercisable, unless provided otherwise in the option agreement) for a
period of three years from the date of such termination of employment or until
the expiration of the stated term of such Stock Option, whichever period is the
shorter. In the event of termination of employment by reason of Disability, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Nonqualified Stock Option.
 
  (h)Other Termination. Unless otherwise determined by the Committee: (1) if an
optionee incurs a Termination of Employment for Cause, all Stock Options held
by such optionee shall thereupon terminate; and (2) if an optionee incurs a
Termination of Employment for any reason other than death, Disability,
Retirement or Cause, any Stock Option held by such optionee, to the extent then
exercisable, or on such accelerated basis as the Committee may determine, may
be exercised for the lesser of three months from the date of such Termination
of Employment or the balance of such Stock Option's term; provided, however,
that if the optionee dies within such three-month period, any unexercised Stock
Option held by such optionee shall, notwithstanding the expiration of such
three-month period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of three years from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of Termination of Employment, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Nonqualified Stock Option.
 
  (i)Change in Control Cash-Out. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), unless the Committee shall determine otherwise at the time
of grant, an optionee shall have the right, whether or not the Stock Option is
fully exercisable and in lieu of the payment of the exercise price for the
shares of Common Stock being purchased under the Stock Option and by giving
notice to the Company, to elect (within the Exercise Period) to surrender all
or part of the Stock Option to the Company and to receive cash, within 30 days
of such notice, in an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election shall exceed the
exercise price per share of
 
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Common Stock under the Stock Option (the "Spread") multiplied by the number of
shares of Common Stock granted under the Stock Option as to which the right
granted under this Section 5(i) shall have been exercised.
 
  (j)Stock Option Replacement Feature. Unless otherwise determined by the
Committee with respect to any or all Stock Options at the time of grant or at
any time thereafter prior to exercise, (i) the terms and conditions applicable
to Stock Options shall include the stock option replacement feature provided
for in this Section 5(j) (the "Stock Option Replacement Feature"). Under the
Stock Option Replacement Feature, if a participant exercises a Stock Option or
a portion thereof by using shares of Common Stock in payment of the option
price, the participant shall, without further action by the Committee, be
granted a new Stock Option (a "Replacement Option") to purchase shares of
Common Stock equal to the number of shares of Common Stock used in payment of
the exercise price and the number of shares withheld for tax in respect of the
exercise. The grant of the Replacement Option shall occur simultaneously with
the exercise of the Stock Option in accordance with the conditions hereof, and
shall have an option price equal to the Fair Market Value of the Common Stock,
on the date of grant of the Replacement Option; and
 
  (ii) A Replacement Option (1) shall have an expiration date no later than the
date on which the original Stock Option with respect to which the Replacement
Option was granted would have expired by its terms, (2) may not be granted more
than twice each year to the same participant, (3) shall be exercisable (or
become vested) six months from the date of its grant, (4) shall have as a
condition to its grant, that the recipient agree not to resell "Excess Shares"
received in connection with such grant for a period of two years. As used
herein, "Excess Shares" shall mean the number of shares received upon exercise
of the option with respect to which the Replacement Option was granted in
excess of the number of shares tendered as payment for such exercise, and (5)
shall comply with all other provisions of this Plan.
 
  The Committee shall, in addition to all other powers granted to the Committee
under the Plan, have the power to amend or modify any term or condition of, or
suspend or eliminate the Stock Option Replacement Feature.
 
SECTION 6. STOCK APPRECIATION RIGHTS
 
  (a)Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Nonqualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.
 
  A Stock Appreciation Right may be exercised by an optionee in accordance with
Section 6(b) by surrendering the applicable portion of the related Stock Option
in accordance with procedures established by the Committee. Upon such exercise
and surrender, the optionee shall be entitled to receive an amount determined
in the manner prescribed in Section 6(b). Stock Options which have been so
surrendered shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.
 
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  (b)Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions as shall be determined by the Committee, including the
following:
 
   1.  Stock Appreciation Rights shall be exercisable only at such time or
  times and to the extent that the Stock Options to which they relate are
  exercisable in accordance with the provisions of Section 5 and this Section
  6.
 
   2.  Upon the exercise of a Stock Appreciation Right, an optionee shall be
  entitled to receive an amount in cash, shares of Common Stock or both,
  equal in value to the excess of the Fair Market Value of one share of
  Common Stock as of the date of exercise over the option price per share
  specified in the related Stock Option multiplied by the number of shares in
  respect of which the Stock Appreciation Right shall have been exercised,
  with the Committee having the right to determine the form of payment.
 
   3.  Stock Appreciation Rights shall be transferable only to permitted
  transferees of the underlying Stock Option in accordance with Section 5(e).
 
SECTION 7. DEFERRAL
 
  The Committee may establish procedures whereby participants may elect to
defer the receipt of shares or cash in settlement of Awards for a specified
period or until a specified event.
 
SECTION 8. CHANGE IN CONTROL PROVISIONS
 
  (a)Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control, any Stock Options and Stock
Appreciation Rights outstanding as of the date such Change in Control is
determined to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of the original
grant.
 
  (b)Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:
 
    (1) An acquisition by any individual, entity or group (within the meaning
  of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
  beneficial ownership (within the meaning of Rule 13d-3 promulgated under
  the Exchange Act) of 20% or more of either (A) the then outstanding shares
  of common stock of the Company (the "Outstanding Company Common Stock") or
  (B) the combined voting power of the then outstanding voting securities of
  the Company entitled to vote generally in the election of directors (the
  "Outstanding Company Voting Securities"); excluding, however, the
  following: (i) Any acquisition directly from the Company, other than an
  acquisition by virtue of the exercise of a conversion privilege unless the
  security being so converted was itself acquired directly from the Company,
  (ii) Any acquisition by the Company, (iii) Any acquisition by any employee
  benefit plan (or related trust) sponsored or maintained by the Company or
  any Company controlled by the Company, or (iv) Any acquisition by any
  company pursuant to a transaction which complies with clauses (A), (B) and
  (C) of subsection (3) of this Section 9(b); or
 
    (2) A change in the composition of the Board such that the individuals
  who, as of the effective date of the Plan, constitute the Board (such Board
  shall be hereinafter referred to as the
 
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  "Incumbent Board") cease for any reason to constitute at least a majority
  of the Board; provided, however, for purposes of this Section 9(b), that
  any individual who becomes a member of the Board subsequent to the
  effective date of the Plan, whose election, or nomination for election by
  the Company's shareholders, was approved by a vote of at least a majority
  of those individuals who are members of the Board and who were also members
  of the Incumbent Board (or deemed to be such pursuant to this proviso)
  shall be considered as though such individual were a member of the
  Incumbent Board; but, provided further, that any such individual whose
  initial assumption of office occurs as a result of either an actual or
  threatened election contest (as such terms are used in Rule 14a-11 of
  Regulation 14A promulgated under the Exchange Act) or other actual or
  threatened solicitation of proxies or consents by or on behalf of a Person
  other than the Board shall not be so considered as a member of the
  Incumbent Board; or
 
    (3) The approval by the shareholders of the Company of a reorganization,
  merger or consolidation or sale or other disposition of all or
  substantially all of the assets of the Company ("Corporate Transaction")
  or, if consummation of such Corporate Transaction is subject, at the time
  of such approval by shareholders, to the consent of any government or
  governmental agency, obtaining of such consent (either explicitly or
  implicitly by consummation); excluding however, such a Corporate
  Transaction pursuant to which (A) all or substantially all of the
  individuals and entities who are the beneficial owners, respectively, of
  the Outstanding Company Common Stock and Outstanding Company Voting
  Securities immediately prior to such Corporate Transaction will
  beneficially own, directly or indirectly, more than 60% of, respectively,
  the outstanding shares of common stock, and the combined voting power of
  the outstanding voting securities entitled to vote generally in the
  election of directors, as the case may be, of the corporation resulting
  from such Corporate Transaction (including, without limitation, a
  corporation which as a result of such transaction owns the Company or all
  or substantially all of the Company's assets either directly or through one
  or more subsidiaries) in substantially the same proportions as their
  ownership, immediately prior to such Corporate Transaction, of the
  Outstanding Company Common Stock and Outstanding Company Voting Securities,
  as the case may be, (B) no Person (other than the Company, any employee
  benefit plan (or related trust) of the Company or such corporation
  resulting from such Corporate Transaction) will beneficially own, directly
  or indirectly, 20% or more of, respectively, the outstanding shares of
  common stock of the corporation resulting from such Corporate Transaction
  or the combined voting power of the outstanding voting securities of such
  corporation entitled to vote generally in the election of directors except
  to the extent that such ownership existed prior to the Corporate
  Transaction, and (C) individuals who were members of the Incumbent Board
  will constitute at least a majority of the members of the board of
  directors of the corporation resulting from such Corporate Transaction; or
 
    (4) The approval by the stockholders of the Company of a complete
  liquidation or dissolution of the Company.
 
  (c)Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (1) the highest reported sales price, regular way,
of a share of Common Stock in any transaction reported on the New York Stock
Exchange Composite Tape or other national exchange on which such shares are
listed during the 60-day period prior to and including the date of a Change in
Control or (2) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock
paid in such tender or exchange offer or
 
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Corporate Transaction; provided, however, that in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options, the
Change in Control Price shall be in all cases the Fair Market Value of the
Common Stock on the date such Incentive Stock Option or Stock Appreciation
Right is exercised. To the extent that the consideration paid in any such
transaction described above consists all or in part of securities or other
noncash consideration, the value of such securities or other noncash
consideration shall be determined in the sole discretion of the Board.
 
SECTION 9. TERM, AMENDMENT AND TERMINATION
 
  The Plan will terminate on May    , 2007. Awards outstanding as of the date
of any such termination shall not be affected or impaired by the termination of
the Plan.
 
  The Board may amend, alter, or discontinue the Plan to the extent it deems
appropriate in the best interest of the Company, but no amendment, alteration
or discontinuation shall be made which would (1) impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right
theretofore granted without the optionee's or recipient's consent, except such
an amendment which is necessary to cause any Award or transaction under the
Plan to qualify, or to continue to qualify, for the exemption provided by Rule
16b-3, or (2) disqualify any Award or transaction under the Plan from the
exemption provided by Rule 16b-3. In addition, no such amendment shall be made
without the approval of the Company's stockholders to the extent such approval
is required by law or agreement.
 
  The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent except such
an amendment which is necessary to cause any Award or transaction under the
Plan to qualify, or to continue to qualify, for the exemption provided by Rule
16b-3.
 
  Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules as well
as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.
 
SECTION 10. UNFUNDED STATUS OF PLAN
 
  It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
 
SECTION 11. GENERAL PROVISIONS
 
  (a) The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution thereof.
The certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.
 
  Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:
 
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    (1) Listing or approval for listing upon notice of issuance, of such
  shares on the New York Stock Exchange, Inc., or such other securities
  exchange as may at the time be the principal market for the Common Stock;
 
    (2) Any registration or other qualification of such shares of the Company
  under any state or federal law or regulation, or the maintaining in effect
  of any such registration or other qualification which the Committee shall,
  in its absolute discretion upon the advice of counsel, deem necessary or
  advisable; and
 
    (3) Obtaining any other consent, approval, or permit from any state or
  federal governmental agency which the Committee shall, in its absolute
  discretion after receiving the advice of counsel, determine to be necessary
  or advisable.
 
  (b)Nothing contained in the Plan shall prevent the Company or any subsidiary
or Affiliate from adopting other or additional compensation arrangements for
its employees.
 
  (c)Adoption of the Plan shall not confer upon any employee any right to
continued employment, nor shall it interfere in any way with the right of the
Company or any subsidiary or Affiliate to terminate the employment of any
employee at any time.
 
  (d)No later than the date as of which an amount first becomes includible in
the gross income of the participant for federal income tax purposes with
respect to any Award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Company, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the participant. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Common Stock.
 
  (e)The Committee shall establish such procedures as it deems appropriate for
a participant to designate a beneficiary to whom any amounts payable in the
event of the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised.
 
  (f)In the case of a grant of an Award to any employee of a subsidiary of the
Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the subsidiary, for
such lawful consideration as the Committee may specify, upon the condition or
understanding that the subsidiary will transfer the shares of Common Stock to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan.
 
  (g)Notwithstanding the foregoing, if any right to receive cash granted
pursuant to this Plan would make a Change in Control transaction ineligible for
pooling-of-interests accounting under APB No. 16 that but for the nature of
such grant would otherwise be eligible for such accounting treatment, the
Committee shall have the ability to substitute for such cash Common Stock with
a Fair Market Value equal to the cash that would otherwise be payable
hereunder.
 
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  (h)The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.
 
  (i)The Committee may grant Awards to employees who are subject to the tax
laws of nations other than the United States, which Awards may have terms and
conditions that differ from other Awards granted under the Plan for the
purposes of complying with foreign tax laws. The Committee may grant Stock
Appreciation Rights to employees without the grant of an accompanying Stock
Option if the employees are subject at the time of grant to the laws of a
jurisdiction that prohibits them from owning common stock. The Stock
Appreciation Rights shall permit the employees to receive cash at the time of
any exercise thereof.
 
  (j)Any transaction effected pursuant to this Plan that is deemed to be a
"Discretionary Transaction" (as defined in Rule 16b-3) that occurs within six
months of an "opposite way" discretionary transaction (as described in Rule
16b-3(f) thereunder) is automactically voided and will be deferred until six
moths have elapsed from the date of the most recent "opposite way"
discretionary transaction under any Plan of the Company. If any provision of
the Plan is found not to be in compliance with Delaware or other applicable
law, such provision shall be deemed null and void to the extent required to
permit the Plan to comply with Delaware or such other applicable law.
 
SECTION 12. EFFECTIVE DATE OF PLAN
 
  The Plan shall be effective on                     , 1997.
 
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