LADISH CO, INC.
                          1996 LONG-TERM INCENTIVE PLAN
 
 
 
 
                                TABLE OF CONTENTS
 
 
   SECTION 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
        GENERAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
          1.1.  Purpose  . . . . . . . . . . . . . . . . . . . . . . . .    1
          1.2.  Participation  . . . . . . . . . . . . . . . . . . . . .    1
 
   SECTION 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
        OPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
          2.1.  Definition . . . . . . . . . . . . . . . . . . . . . . .    2
          2.2.  Eligibility  . . . . . . . . . . . . . . . . . . . . . .    2
          2.3.  Price  . . . . . . . . . . . . . . . . . . . . . . . . .    2
          2.4.  Exercise . . . . . . . . . . . . . . . . . . . . . . . .    3
          2.5.  Post-Exercise Limitations  . . . . . . . . . . . . . . .    4
          2.6.  Expiration Date  . . . . . . . . . . . . . . . . . . . .    4
          2.7.  Reload Provision . . . . . . . . . . . . . . . . . . . .    5
 
   SECTION 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
        STOCK APPRECIATION RIGHTS  . . . . . . . . . . . . . . . . . . .    5
          3.1.  Definition . . . . . . . . . . . . . . . . . . . . . . .    5
          3.2.  Eligibility  . . . . . . . . . . . . . . . . . . . . . .    5
          3.3.  Exercise . . . . . . . . . . . . . . . . . . . . . . . .    6
          3.4.  Settlement of Award  . . . . . . . . . . . . . . . . . .    6
          3.5.  Post-Exercise Limitations  . . . . . . . . . . . . . . .    6
          3.6.  Expiration Date  . . . . . . . . . . . . . . . . . . . .    6
 
   SECTION 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
        STOCK AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . .    7
          4.1.  Definition . . . . . . . . . . . . . . . . . . . . . . .    7
          4.2.  Eligibility  . . . . . . . . . . . . . . . . . . . . . .    8
          4.3.  Terms and Conditions of Awards . . . . . . . . . . . . .    8
 
   SECTION 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
        STOCK PURCHASE PROGRAM . . . . . . . . . . . . . . . . . . . . .    9
          5.1.  Purchase of Stock  . . . . . . . . . . . . . . . . . . .    9
          5.2.  Matching Shares  . . . . . . . . . . . . . . . . . . . .    9
          5.3.  Restrictions on Shares . . . . . . . . . . . . . . . . .    9
 
   SECTION 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
        PERFORMANCE UNITS  . . . . . . . . . . . . . . . . . . . . . . .    9
          6.1.  Definition . . . . . . . . . . . . . . . . . . . . . . .    9
          6.2.  Eligibility  . . . . . . . . . . . . . . . . . . . . . .    9
          6.3.  Terms and Conditions of Awards . . . . . . . . . . . . .    9
          6.4.  Settlement . . . . . . . . . . . . . . . . . . . . . . .   10
          6.5.  Termination during Performance Period  . . . . . . . . .   10
 
   SECTION 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
        OPERATION AND ADMINISTRATION . . . . . . . . . . . . . . . . . .   11
          7.1.  Effective Date . . . . . . . . . . . . . . . . . . . . .   11
          7.2.  Shares Subject to Plan . . . . . . . . . . . . . . . . .   11
          7.3.  Individual Limits on Awards  . . . . . . . . . . . . . .   11
          7.4.  Adjustments to Shares  . . . . . . . . . . . . . . . . .   12
          7.5.  Limit on Distribution  . . . . . . . . . . . . . . . . .   14
          7.6.  Liability for Cash Payments. . . . . . . . . . . . . . .   15
          7.7.  Performance-Based Compensation . . . . . . . . . . . . .   15
          7.8.  Withholding  . . . . . . . . . . . . . . . . . . . . . .   16
          7.9.  Transferability  . . . . . . . . . . . . . . . . . . . .   16
          7.10. Notices  . . . . . . . . . . . . . . . . . . . . . . . .   16
          7.11. Form and Time of Elections . . . . . . . . . . . . . . .   16
          7.12. Agreement With Company . . . . . . . . . . . . . . . . .   17
          7.13. Limitation of Implied Rights.  . . . . . . . . . . . . .   17
          7.14. Evidence . . . . . . . . . . . . . . . . . . . . . . . .   17
          7.15. Action by Company or Related Company . . . . . . . . . .   17
          7.16. Gender and Number  . . . . . . . . . . . . . . . . . . .   18
          7.17. Termination for Cause  . . . . . . . . . . . . . . . . .   18
 
   SECTION 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
        COMMITTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
          8.1.  Administration . . . . . . . . . . . . . . . . . . . . .   18
          8.2.  Selection of Committee . . . . . . . . . . . . . . . . .   18
          8.3.  Powers of Committee  . . . . . . . . . . . . . . . . . .   18
          8.4.  Delegation by Committee  . . . . . . . . . . . . . . . .   19
          8.5.  Information to be Furnished to Committee . . . . . . . .   19
          8.6.  Liability and Indemnification of Committee . . . . . . .   19
 
   SECTION 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
        CHANGE IN CONTROL  . . . . . . . . . . . . . . . . . . . . . . .   20
 
   SECTION 10  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
        AMENDMENT AND TERMINATION  . . . . . . . . . . . . . . . . . . .   22
 
 
 
 
                                 LADISH CO, INC.
                          1996 LONG-TERM INCENTIVE PLAN
 
 
                                    SECTION 1
 
                                     GENERAL
 
 
        1.1.   Purpose.  The Ladish Co, Inc. 1996 Long-Term Incentive Plan
   (the "Plan") has been established by Ladish Co, Inc. (the "Company") to:
 
        (a)  attract and retain employees and other persons providing
             services to the Company and the Related Companies (as defined
             below);
 
        (b)  motivate Participants, by means of appropriate incentives, to
             achieve long-range goals;
 
        (c)  provide incentive compensation opportunities that are
             competitive with those of other major corporations; and
 
        (d)  further identify Participants' interests with those of the
             Company's other stockholders through compensation that is based
             on the Company's common stock;
 
   and thereby promote the long-term financial interest of the Company and
   the Related Companies, including the growth in value of the Company's
   equity and enhancement of long-term stockholder return.  The term "Related
   Company" means any company during any period in which it is a "subsidiary
   corporation" (as that term is defined in section 424(f) of the Internal
   Revenue Code of 1986, as amended (the "Code")) with respect to the
   Company.
 
        1.2.  Participation.  Subject to the terms and conditions of the
   Plan, the Committee (as described in Section 8) shall determine and
   designate, from time to time, from among the Eligible Individuals those
   persons who will be granted one or more awards under Sections 2, 3, 4, 5
   or 6 of the Plan (an "Award"), and thereby become "Participants" in the
   Plan.  In the discretion of the Committee, and subject to the terms of the
   Plan, a Participant may be granted any Award permitted under the
   provisions of the Plan, and more than one Award may be granted to a
   Participant.  Except as otherwise agreed by the Company and the
   Participant, or except as otherwise provided in the Plan, an Award under
   the Plan shall not affect any previous Award under the Plan or an award
   under any other plan maintained by the Company or the Related Companies. 
   For purposes of the Plan, the term "Eligible Individual" shall mean any
   employee of the Company or a Related Company, and any other person
   providing material services to the Company or a Related Company; provided,
   however, that a member of the Board who is not an employee of the Company
   or a Related Company shall not be an "Eligible Individual".
 
 
                                    SECTION 2
 
                                     OPTIONS
 
        2.1.  Definitions.  The grant of an "Option" under this Section 2
   entitles the Participant to purchase shares of common stock of the Company
   ("Stock") at a price fixed at the time the Option is granted, subject to
   the terms of this Section.  Options granted under this Section may be
   either Incentive Stock Options or Non-Qualified Stock Options, as
   determined in the discretion of the Committee.  An "Incentive Stock
   Option" is an Option that is intended to satisfy the requirements
   applicable to an "incentive stock option" described in section 422 of the
   Code.  A "Non-Qualified Stock Option" is an Option that is not intended to
   be an Incentive Stock Option.
 
        2.2.  Eligibility.  The Committee shall designate the Participants to
   whom Options are to be granted under this Section and shall determine the
   number of shares of Stock subject to each such Option.  To the extent that
   the aggregate fair market value of Stock with respect to which Incentive
   Stock Options are exercisable for the first time by any individual during
   any calendar year (under all plans of the Company and all Related
   Companies) exceeds $100,000, such options shall be treated as Non-
   Qualified Stock Options, to the extent required by section 422 of the
   Code.
 
        2.3.  Price.  The determination and payment of the purchase price of
   a share of Stock under each Option granted under this Section shall be
   subject to the following:
 
        (a)  The purchase price shall be established by the Committee at the
             time the Option is granted; provided, however, that in no event
             shall such price be less than the par value of a share of Stock
             on such date; further, provided, in no event shall the purchase
             price of a share of Stock under an Incentive Stock Option be
             less than the Fair Market Value (defined below) of a share of
             stock at the time the Option is granted.
 
        (b)  Subject to the following provisions of this subsection, the full
             purchase price of each share of Stock purchased upon the
             exercise of any Option shall be paid at the time of such
             exercise and, as soon as practicable thereafter, a certificate
             representing the shares so purchased shall be delivered to the
             person entitled thereto.
 
        (c)  The purchase price shall be payable in cash or in shares of
             Stock (valued at Fair Market Value as of the day of exercise)
             that have been held by the Participant at least six months, or
             in any combination thereof, as determined by the Committee.
 
        (d)  A Participant may elect to pay the purchase price upon the
             exercise of an Option through a cashless exercise arrangement to
             the extent provided by the Committee.
 
        (e)  The "Fair Market Value" of a share of Stock of the Company as of
             any date shall be the closing price per share of Stock (or the
             mean of the closing bid and asked prices of a share, if the
             Stock is so reported) on the National Association of Securities
             Dealers Automated Quotation System ("NASDAQ") the NASDAQ
             National Market System or other national or regional securities
             exchange or market system on which the Stock is primarily traded
             (not including "pink sheets" or the over-the-counter market),
             or, if there shall have been no such sale so reported on that
             date, on the last preceding date on which such a sale was so
             reported, or if the Stock is not traded on any such exchange or
             system then at a price established by the Committee.
 
        2.4.  Exercise.  Except as otherwise expressly provided in the Plan,
   an Option granted under this Section shall be exercisable in accordance
   with the following terms of this subsection:
 
        (a)  The terms and conditions relating to exercise of an Option shall
             be established by the Committee, and may include, without
             limitation, conditions relating to completion of a specified
             period of service (subject to paragraph (b) below), achievement
             of performance standards prior to exercise of the Option or
             achievement of Stock ownership objectives by the Participant. 
             The Committee, in its sole discretion, may accelerate the
             vesting of any Option under circumstances designated by it at
             the time the Option is granted or thereafter.
 
        (b)  No Option may be exercised by a Participant after the Expiration
             Date (as defined in subsection 2.6) applicable to that Option.
 
        (c)  The exercise of an Option will result in the surrender of the
             corresponding rights under a tandem Stock Appreciation Right (as
             described in Section 3), if any.
 
        2.5.  Post-Exercise Limitations.  The Committee, in its discretion,
   may impose such restrictions on the transfer of shares of Stock acquired
   pursuant to the exercise of an Option (including stock acquired pursuant
   to the exercise of a tandem Stock Appreciation Right) as it determines to
   be desirable.
 
        2.6.  Expiration Date.  The "Expiration Date" with respect to an
   Option means the date established as the Expiration Date by the Committee
   at the time of the grant; provided, however, that the Expiration Date with
   respect to any Option shall not be later than the earliest to occur of:
 
        (a)  the ten-year anniversary of the date on which the Option is
             granted;
 
        (b)  if the Participant's Date of Termination occurs by reason of
             death or Disability, 90 days after such Date of Termination;
 
        (c)  if the Participant's Date of Termination occurs by reason of
             Retirement, 90 days after such Date of Termination;
 
        (d)  if the Participant's Date of Termination occurs for reasons
             other than Retirement, death, Disability or Cause, such Date of
             Termination; or
 
        (e)  if the Participant's Date of Termination occurs for reasons of
             Cause, such Date of Termination.
 
   On the Date of Termination of Participant, for any reason, all unvested
   Options shall terminate.  Subject to Section 7.17, on the Date of
   Termination of Participant, for Cause, all unvested and unvested Options
   shall terminate.
 
   For purposes of the Plan, a Participant's "Date of Termination" shall be
   the date on which he both ceases to be an employee of the Company and the
   Related Companies and ceases to perform material services for the Company
   and the Related Companies, regardless of the reason for the cessation;
   provided that a "Date of Termination" shall not be considered to have
   occurred during the period in which the reason for the cessation of
   services is a leave of absence approved by the Company or the Related
   Company which was the recipient of the Participant's services.  Except as
   otherwise provided by the Committee, a Participant shall be considered to
   have a "Disability" during the period in which he is unable, by reason of
   a medically determinable physical or mental impairment, to engage in any
   substantial gainful activity, which condition, in the opinion of a
   physician selected by the Committee, is expected to have a duration of not
   less than 120 days.  "Retirement" of a Participant shall mean the
   occurrence of a Participant's Date of Termination for reasons other than
   death, Disability or Cause after providing at least five years of service
   to the Company or the Related Companies and attaining age 65 or the
   Participant attaining age plus years of service totaling 90 or more.
 
   For purposes of the Plan, "Cause" shall mean, in the reasonable judgment
   of the Committee (i) the willful and continued failure by the Participant
   to substantially perform his or her duties with the Company or any Related
   Company after written notification by the Company or Related Company, (ii)
   the willful engaging by the Participant in conduct which is demonstrably
   injurious to the Company or any Related Company, monetarily or otherwise,
   (iii) the engaging by the Participant in egregious misconduct involving
   serious moral turpitude, or (iv) the breach or violation by Participant of
   any agreement with the Company, including any option or award agreement
   delivered in connection with grants and any confidentiality agreement
   contained therein, or any employment or stockholders agreement.  For
   purposes hereof, no act, or failure to act, on the Participant's part
   shall be deemed "willful" unless done, or omitted to be done, by the
   Participant not in good faith and without reasonable belief that such
   action was in the best interest of the Company or Related Company.
 
 
                                    SECTION 3
 
                            STOCK APPRECIATION RIGHTS
 
        3.1.  Definition.  Subject to the terms of this Section, a "Stock
   Appreciation Right" granted under the Plan entitles the Participant to
   receive, in cash or Stock (as determined in accordance with subsection
   3.4), value equal to all or a portion of the excess of: (a) the Fair
   Market Value of a specified number of shares of Stock at the time of
   exercise over (b) a specified price designated at the time the Stock
   Appreciation Right is granted or, if granted in tandem with an Option, the
   exercise price with respect to shares under the tandem Option.
 
        3.2.  Eligibility.  Subject to the provisions of the Plan, the
   Committee shall designate the Participants to whom Stock Appreciation
   Rights are to be granted under the Plan, shall determine the exercise
   price or a method by which the price shall be established with respect to
   each such Stock Appreciation Right and shall determine the number of
   shares of Stock on which each Stock Appreciation Right is based.  A Stock
   Appreciation Right may be granted in connection with all or any portion of
   a previously or contemporaneously-granted Option or not in connection with
   an Option.  If a Stock Appreciation Right is granted in connection with an
   Option then, in the discretion of the Committee, the Stock Appreciation
   Right may, but need not, be granted in tandem with the Option.
 
        3.3.  Exercise.  The exercise of Stock Appreciation Rights shall be
   subject to the following:
 
        (a)  If a Stock Appreciation Right is not in tandem with an Option,
             then the Stock Appreciation Right shall be exercisable in
             accordance with the terms established by the Committee in
             connection with such right; and may include, without limitation,
             conditions relating to completion of a specified period of
             service, achievement of performance standards prior to exercise
             of the Stock Appreciation Right or achievement of objectives
             relating to Stock ownership by the Participant.  The Committee,
             in its sole discretion, may accelerate the vesting of any Stock
             Appreciation Right under circumstances designated by it at the
             time the Stock Appreciation Right is granted or thereafter.  No
             Stock Appreciation Right subject to this paragraph may be
             exercised by a Participant after the Expiration Date (as defined
             in subsection 3.6) applicable to that Stock Appreciation Right.
 
        (b)  If a Stock Appreciation Right is in tandem with an Option, then
             the Stock Appreciation Right shall be exercisable at the time
             the tandem Option is exercisable.  The exercise of a Stock
             Appreciation Right will result in the surrender of the
             corresponding rights under the tandem Option.
 
        3.4.  Settlement of Award.  Upon the exercise of a Stock Appreciation
   Right, the value to be distributed to the Participant, in accordance with
   subsection 3.1, shall be distributed in shares of Stock (valued at their
   Fair Market Value at the time of exercise), in cash or in a combination
   thereof, in the agreement of the Committee and the Participant.
 
        3.5.  Post-Exercise Limitations.  The Committee, in its discretion,
   may impose such transfer restrictions on shares of Stock acquired pursuant
   to the exercise of a Stock Appreciation Right as it determines to be
   desirable.
 
        3.6.  Expiration Date.  If a Stock Appreciation Right is in tandem
   with an Option, then the "Expiration Date" for the Stock Appreciation
   Right shall be the Expiration Date for the related Option.  If a Stock
   Appreciation Right is not in tandem with an Option, then the "Expiration
   Date" for the Stock Appreciation Right shall be the date established as
   the Expiration Date by the Committee; provided, however, that subject to
   the following provisions of this subsection, the Expiration Date with
   respect to any Stock Appreciation Right shall not be later than the
   earliest to occur of:
 
        (a)  the ten-year anniversary of the date on which the Stock
             Appreciation Right is granted;
 
        (b)  if the Participant's Date of Termination occurs by reason of
             death or Disability, 90 days after such Date of Termination; or
 
        (c)  if the Participant's Date of Termination occurs by reason of
             Retirement, 90 days after such Date of Termination;
 
        (d)  if the Participant's Date of Termination occurs by reason other
             than Retirement, death, Disability or Cause, such Date of
             Termination; or
 
        (e)  if the Participant's Date of Termination occurs for reasons of
             Cause, such Date of Termination.
 
 
                                    SECTION 4
 
                                  STOCK AWARDS
 
        4.1.  Definition.  Subject to the terms of this Section, a Stock
   Award under the Plan is a grant of shares of Stock to a Participant, the
   earning, vesting or distribution of which is subject to one or more
   conditions established by the Committee.  Such conditions may relate to
   events (such as performance or continued employment) occurring before or
   after the date the Stock Award is granted, or the date the Stock is earned
   by, vested in or delivered to the Participant.  If the vesting of Stock
   Awards is subject to conditions occurring after the date of grant, the
   period beginning on the date of grant of a Stock Award and ending on the
   vesting or forfeiture of such Stock (as applicable) is referred to as the
   "Restricted Period".  Stock Awards may provide for delivery of the shares
   of Stock at the time of grant or may provide for a deferred distribution
   date.  A Stock Award may, but need not, be made in conjunction with a
   cash-based incentive compensation program maintained by the Company and
   may, but need not, be in lieu of cash otherwise awardable under such
   program.
 
        4.2.  Eligibility.  The Committee shall designate the Participants to
   whom Stock Awards are to be granted and the number of shares of Stock that
   are subject to each such Award.
 
        4.3.  Terms and Conditions of Awards.  Stock Awards granted to
   Participants under the Plan shall be subject to the following terms and
   conditions:
 
        (a)  Beginning on the date of grant (or, if later, the date of
             distribution) of shares of Stock comprising a Stock Award, and
             including any applicable Restricted Period, the Participant as
             owner of such shares shall have the right to vote such shares.
 
        (b)  Payment of dividends with respect to Stock Awards shall be
             subject to the following:
 
             (i)  On and after date that a Participant has a fully earned and
                  vested right to the shares comprising a Stock Award, and
                  the shares have been distributed to the Participant, the
                  Participant shall have all dividend rights (and other
                  rights) of a stockholder with respect to such shares.
 
            (ii)  Prior to the date that a Participant has a fully earned and
                  vested right to the shares comprising a Stock Award, the
                  Committee, in its sole discretion, may award Dividend
                  Rights with respect to such shares.
 
           (iii)  On and after the date that a Participant has a fully earned
                  and vested right to the shares comprising a Stock Award,
                  but before the shares have been distributed to the
                  Participant, the Participant shall be entitled to Dividend
                  Rights with respect to such shares, at the time and in the
                  form determined by the Committee.
 
            (iv)  A "Dividend Right" with respect to shares comprising a
                  Stock Award shall entitle the Participant, as of each
                  dividend payment date, to an amount equal to the dividends
                  payable with respect to a share of Stock multiplied by the
                  number of such shares.  Dividend Rights shall be settled in
                  cash or in shares of Stock, as determined by the Committee,
                  shall be payable at the time and in the form determined by
                  the Committee and shall be subject to such other terms and
                  conditions as the Committee may determine.
 
 
                                    SECTION 5
 
                             STOCK PURCHASE PROGRAM
 
        5.1.  Purchase of Stock.  The Committee may, from time to time,
   establish one or more programs under which Participants will be permitted
   to purchase shares of Stock under the Plan and shall designate the
   Participants eligible to participate under such Stock purchase programs. 
   The purchase price for shares of Stock available under such programs, and
   other terms and conditions of such programs, shall be established by the
   Committee; provided, however, that with respect to shares of Stock
   purchased under a program that does not result in an award of matching
   shares (as provided in subsection 5.2), the purchase price may not be less
   than 50% of the Fair Market Value of the Stock at the time of purchase
   (or, in the Committee's discretion, the average stock value over a period
   determined by the Committee), and further provided that the purchase price
   may not be less than par value.
 
        5.2.  Matching Shares.  Except as otherwise provided in subsection
   5.1, any Stock purchase program established by the Committee under this
   Section may provide for the award of matching shares of Stock.
 
        5.3.  Restrictions on Shares.  The Committee may impose such
   restrictions with respect to shares purchased under subsection 5.1, or
   matching shares awarded pursuant to subsection 5.2, as the Committee
   determines to be appropriate.  Such restrictions may include, without
   limitation, restrictions of the type that may be imposed with respect to
   Stock Awards under Section 4.
 
                                    SECTION 6
 
                                PERFORMANCE UNITS
 
        6.1.  Definition.  Subject to the terms of this Section, the Award of
   Performance Units under the Plan entitles the Participant to receive value
   for the units at the end of a Performance Period to the extent provided
   under the Award.  The number of units earned, and the value received for
   them, will be contingent on the degree to which the performance measures
   established at the time of grant of the Award are met.  For purposes of
   the Plan, the "Performance Period" with respect to the award of any
   Performance Units shall be the period over which the applicable
   performance is to be measured.
 
        6.2.  Eligibility.  The Committee shall designate the Participants to
   whom Performance Units are to be granted and the number of units subject
   to each such Award.
 
        6.3.  Terms and Conditions of Awards.  For each Participant, the
   Committee will determine the value of units, which may be stated either in
   cash or in units representing shares of Stock; the performance measures
   used for determining whether the Performance Units are earned; the
   Performance Period during which the performance measures will apply; the
   relationship between the level of achievement of the performance measures
   and the degree to which Performance Units are earned; whether, during or
   after the Performance Period, any revision to the performance measures or
   Performance Period should be made to reflect significant events or changes
   that occur during the Performance Period; and the number of earned
   Performance Units that will be paid in cash and the number of earned
   Performance Units to be paid in shares of Stock.
 
        6.4.  Settlement.  Settlement of Performance Units shall be subject
   to the following:
 
        (a)  The Committee will compare the actual performance to the
             performance measures established for the Performance Period and
             determine the number of units as to which settlement is to be
             made, and the value of such units.
 
        (b)  Settlement of units earned shall be wholly in cash, wholly in
             Stock or in a combination of the two and distributed in a lump
             sum or installments, as determined by the Committee.
 
             (i)  For Performance Units stated in units representing shares
                  of Stock when granted, either one share of Stock will be
                  distributed for each unit earned or cash will be
                  distributed for each unit earned equal to either (A) the
                  Fair Market Value of a share of Stock at the end of the
                  Performance Period or (B) the average Stock value over a
                  period determined by the Committee.
 
            (ii)  For Performance Units stated in cash when granted, the
                  value of each unit earned will be distributed in its
                  initial cash value or shares of Stock will be distributed
                  based on the cash value of the units earned divided by (A)
                  the Fair Market Value of a share of Stock at the end of the
                  Performance Period or (B) the average Stock value over a
                  period determined by the Committee.
 
        (c)  Shares of Stock distributed in settlement of the units shall be
             subject to such vesting requirements and other conditions, if
             any, as the Committee shall determine.  Such vesting
             restrictions may include, without limitation, restrictions of
             the type that may be imposed with respect to Stock Awards under
             Section 4.
 
        6.5.  Termination during Performance Period.  If a Participant's Date
   of Termination occurs during a Performance Period with respect to any
   Performance Units granted to him, the Committee may determine that the
   Participant will be entitled to settlement of all or any portion of the
   Performance Units as to which he would otherwise be eligible and may
   accelerate the determination of the value and settlement of such
   Performance Units or make such other adjustments as the Committee, in its
   sole discretion, deems desirable.
 
                                    SECTION 7
 
                          OPERATION AND ADMINISTRATION
 
        7.1.  Effective Date.  The Plan shall be effective as of the date it
   is adopted by the Board of Directors of the Company (the "Board");
   provided, however, that Awards granted under the Plan prior to its
   approval by stockholders will be contingent on approval of the Plan by the
   Company's stockholders.  The Plan shall be unlimited in duration and, in
   the event of Plan termination, shall remain in effect as long as any
   shares of Stock awarded under it are outstanding and not fully vested;
   provided, however, that no new Awards shall be made under the Plan on or
   after the tenth anniversary of the date on which the Plan is adopted by
   the Board.
 
        7.2.  Shares Subject to Plan.  The shares of Stock with respect to
   which Awards may be made under the Plan shall be shares currently
   authorized but unissued or currently held or subsequently acquired by the
   Company as treasury shares, including shares purchased in the open market
   or in private transactions.  Subject to the provisions of subsection 7.4,
   the number of shares of Stock which may be issued with respect to Awards
   under the Plan shall not exceed 5,000,000 shares in the aggregate.  Except
   as otherwise provided herein, any shares subject to an Award which for any
   reason expires or is terminated without issuance of shares (whether or not
   cash or other consideration is paid to a Participant in respect of such
   shares) shall again be available under the Plan.
 
        7.3.  Individual Limits on Awards.  Notwithstanding any other
   provision of the Plan to the contrary, no Participant shall receive any
   Award of an Option or Stock Appreciation Right under the Plan to the
   extent that the sum of:
 
        (a)  the number of shares of Stock subject to such Award;
 
        (b)  the number of shares of Stock subject to all other prior Awards
             of Options and Stock Appreciation Rights under the Plan during
             the one-year period ending on the date of the Award; and
 
        (c)  the number of shares of Stock subject to all other prior stock
             options and stock appreciation rights granted to the Participant
             under other plans or arrangements of the Company and Related
             Companies during the one-year period ending on the date of the
             Award;
 
   would exceed the Participant's Individual Limit under the Plan.  The
   determination made under the foregoing provisions of this subsection shall
   be based on the shares subject to the awards at the time of grant,
   regardless of when the awards become exercisable.  Subject to the
   provisions of subsection 7.4, a Participant's "Individual Limit" shall be
   1,000,000 shares.
 
        7.4.  Adjustments to Shares.
 
        (a)  If the Company shall effect any subdivision or consolidation of
             shares of Stock or other capital readjustment, payment of stock
             dividend, stock split, combination of shares or recapitalization
             or other increase or reduction of the number of shares of Stock
             outstanding without receiving compensation therefor in money,
             services or property, then the Committee shall adjust (i) the
             number of shares of Stock available under the Plan; (ii) the
             number of shares available under any individual or other limits;
             (iii) the number of shares of Stock subject to outstanding
             Awards; and (iv) the per-share price under any outstanding Award
             to the extent that the Participant is required to pay a purchase
             price per share with respect to the Award.
 
        (b)  If the Company is reorganized, merged or consolidated or is
             party to a plan of exchange with another corporation, pursuant
             to which reorganization, merger, consolidation or plan of
             exchange, the stockholders of the Company receive any shares of
             stock or other securities or property, or the Company shall
             distribute securities of another corporation to its
             stockholders, there shall be substituted for the shares subject
             to outstanding Awards an appropriate number of shares of each
             class of stock or amount of other securities or property which
             were distributed to the stockholders of the Company in respect
             of such shares, subject to the following:
 
             (i)  If the Committee determines that the substitution described
                  in accordance with the foregoing provisions of this
                  paragraph would not be fully consistent with the purposes
                  of the Plan or the purposes of the outstanding Awards under
                  the Plan, the Committee may make such other adjustments to
                  the Awards to the extent that the Committee determines such
                  adjustments are consistent with the purposes of the Plan
                  and of the affected Awards.
 
            (ii)  All or any of the Awards may be cancelled by the Committee
                  on or immediately prior to the effective date of the
                  applicable transaction, but only if the Committee gives
                  reasonable advance notice of the cancellation to each
                  affected Participant, and only if either: (A) the
                  Participant is permitted to exercise the Award for a
                  reasonable period prior to the effective date of the
                  cancellation; or (B) the Participant receives payment or
                  other benefits that the Committee determines to be
                  reasonable compensation for the value of the cancelled
                  Awards.
 
           (iii)  Upon the occurrence of a reorganization of the Company or
                  any other event described in this paragraph (b), the
                  Company will use its best efforts to cause any successor to
                  the Company to be substituted for the Company under the
                  Plan;
 
        (c)  Upon (or, in the discretion of the Committee, immediately prior
             to) the sale to (or exchange with) a third party unrelated to
             the Company of all or substantially all of the assets of the
             Company, all Awards shall be cancelled.  If Awards are cancelled
             under this paragraph, then, with respect to any affected
             Participant, either:
 
             (i)  the Participant shall be provided with reasonable advance
                  notice of the cancellation, and the Participant shall be
                  permitted to exercise the Award for a reasonable period
                  prior to the effective date of the cancellation; or
 
            (ii)  the Participant shall receive payment or other benefits
                  that the Committee determines to be reasonable compensation
                  for the value of the cancelled Awards.
 
             The foregoing provisions of this paragraph shall also apply to
             the sale of all or substantially all of the assets of the
             Company to a related party, if the Committee determines such
             application is appropriate.
 
        (d)  In determining what action, if any, is necessary or appropriate
             under the foregoing provisions of this subsection, the Committee
             shall act in a manner that it determines to be consistent with
             the purposes of the Plan and of the affected Awards and in a
             manner that it determines to be necessary to preserve the
             benefits and potential benefits of the affected Awards for the
             Participants and the Company.
 
        (e)  The existence of this Plan and the Awards granted hereunder
             shall not affect in any way the right or power of the Company or
             its stockholders to make or authorize any or all adjustments,
             recapitalizations, reorganizations or other changes in the
             Company's capital structure or its business, any merger or
             consolidation of the Company, any issue of bonds, debentures,
             preferred or prior preference stocks ahead of or affecting the
             Company's Stock or the rights thereof, the dissolution or
             liquidation of the Company, any sale or transfer of all or any
             part of its assets or business, or any other corporate act or
             proceeding, whether of a similar character or otherwise.
 
        (f)  Except as expressly provided by the terms of this Plan, the
             issue by the Company of shares of stock of any class, or
             securities convertible into shares of stock of any class, for
             cash or property or for labor or services, either upon direct
             sale, upon the exercise of rights or warrants to subscribe
             therefor or upon conversion of shares or obligations of the
             Company convertible into such shares or other securities, shall
             not affect, and no adjustment by reason thereof, shall be made
             with respect to Awards then outstanding hereunder.
 
        (g)  Awards under the Plan are subject to adjustment under this
             subsection only during the period in which they are considered
             to be outstanding under the Plan.  For purposes of this
             subsection, an Award is considered "outstanding" on any date if
             the Participant's ability to obtain all benefits with respect to
             the Award is subject to limits imposed by the Plan (including
             any limits imposed by the Agreement reflecting the Award).  The
             determination of whether an Award is outstanding shall be made
             by the Committee.
 
        7.5.  Limit on Distribution.  Distribution of shares of Stock or
   other amounts under the Plan shall be subject to the following:
 
        (a)  Notwithstanding any other provision of the Plan, the Company
             shall have no liability to deliver any shares of Stock under the
             Plan or make any other distribution of benefits under the Plan
             unless such delivery or distribution would comply with all
             applicable laws and the applicable requirements of any
             securities exchange or similar entity.
 
        (b)  In the case of a Participant who is subject to Section 16(a) and
             16(b) of the Securities Exchange Act of 1934, the Committee may,
             at any time, add such conditions and limitations to any Award to
             such Participant, or any feature of any such Award, as the
             Committee, in its sole discretion, deems necessary or desirable
             to comply with Section 16(a) or 16(b) and the rules and
             regulations thereunder or to obtain any exemption therefrom.
 
        7.6.  Liability for Cash Payments.  Subject to the provisions of this
   Section, each Related Company shall be liable for payment of cash due
   under the Plan with respect to any Participant to the extent that such
   benefits are attributable to the service rendered for that Related Company
   by the Participant.  Any disputes relating to liability of a Related
   Company for cash payments shall be resolved by the Committee.
 
        7.7.  Performance-Based Compensation.  To the extent that the
   Committee determines that it is necessary or desirable to conform any
   Awards under the Plan with the requirements applicable to "Performance-
   Based Compensation", as that term is used in Code section 162(m)(4)(C), it
   may, at or prior to the time an Award is granted, take such steps and
   impose such restrictions with respect to such Award as it determines to be
   necessary to satisfy such requirements including, without limitation:
 
        (a)  The establishment of performance goals that must be satisfied
             prior to the payment or distribution of benefits under such
             Awards.
 
        (b)  The submission of such Awards and performance goals to the
             Company's stockholders for approval and making the receipt of
             benefits under such Awards contingent on receipt of such
             approval.
 
        (c)  Providing that no payment or distribution be made under such
             Awards unless the Committee certifies that the goals and the
             applicable terms of the Plan and Agreement reflecting the Awards
             have been satisfied.
 
   To the extent that the Committee determines that the foregoing
   requirements relating to Performance-Based Compensation do not apply to
   Awards under the Plan because the Awards constitute Options or Stock
   Appreciation Rights, the Committee may, at the time the Award is granted,
   conform the Awards to alternative methods of satisfying the requirements
   applicable to Performance-Based Compensation.
 
        7.8.  Withholding.  All Awards and other payments under the Plan are
   subject to withholding of all applicable taxes, which withholding
   obligations may be satisfied, with the consent of the Committee, through
   the surrender of shares of Stock which the Participant already owns or to
   which a Participant is otherwise entitled under the Plan.
 
        7.9.  Transferability.  Awards under the Plan are not transferable
   except as designated by the Participant by will or by the laws of descent
   and distribution or pursuant to a qualified domestic relations order as
   defined by the Code, Title I of the Employee Retirement Income Security
   Act of 1974, as amended, or the rules thereunder.  To the extent that the
   Participant who receives an Award under the Plan has the right to exercise
   such Award, the Award may be exercised during the lifetime of the
   Participant only by the Participant.  Notwithstanding the foregoing
   provisions of this subsection, the Committee may permit Awards under the
   Plan to be transferred to or for the benefit of the Participant's family
   (including, without limitation, to a trust for the benefit of a
   Participant's family), subject to such limits as the Committee may
   establish.  In no event shall an Incentive Stock Option be transferable to
   the extent that such transferability would violate the requirements
   applicable to such option under Code section 422.
 
        7.10.  Notices.  Any notice or document required to be filed with the
   Committee under the Plan will be properly filed if delivered or mailed by
   registered mail, postage prepaid, to the Committee, in care of the
   Company, at its principal executive offices.  The Committee may, by
   advance written notice to affected persons, revise such notice procedure
   from time to time.  Any notice required under the Plan (other than a
   notice of election) may be waived by the person entitled to notice.
 
        7.11.  Form and Time of Elections.  Unless otherwise specified
   herein, each election required or permitted to be made by any Participant
   or other person entitled to benefits under the Plan, and any permitted
   modification or revocation thereof, shall be in writing filed with the
   Committee at such times, in such form, and subject to such restrictions
   and limitations, not inconsistent with the terms of the Plan, as the
   Committee shall require.
 
        7.12.  Agreement With Company.  At the time of an Award to a
   Participant under the Plan, the Committee may require a Participant to
   enter into an agreement with the Company (the "Agreement") in a form
   specified by the Committee, agreeing to the terms and conditions of the
   Plan and to such additional terms and conditions, not inconsistent with
   the Plan, as the Committee may, in its sole discretion, prescribe.
 
        7.13.  Limitation of Implied Rights.
 
        (a)  Neither a Participant nor any other person shall, by reason of
             the Plan, acquire any right in or title to any assets, funds or
             property of the Company or any Related Company whatsoever,
             including, without limitation, any specific funds, assets, or
             other property which the Company or any Related Company, in its
             sole discretion, may set aside in anticipation of a liability
             under the Plan.  A Participant shall have only a contractual
             right to the amounts, if any, payable under the Plan, unsecured
             by any assets of the Company and any Related Company.  Nothing
             contained in the Plan shall constitute a guarantee by the
             Company or any Related Company that the assets of such companies
             shall be sufficient to pay any benefits to any person.
 
        (b)  The Plan does not constitute a contract of employment, and
             selection as a Participant will not give any employee the right
             to be retained in the employ of the Company or any Related
             Company, nor any right or claim to any benefit under the Plan,
             unless such right or claim has specifically accrued under the
             terms of the Plan.  Except as otherwise provided in the Plan, no
             Award under the Plan shall confer upon the holder thereof any
             right as a stockholder of the Company prior to the date on which
             he fulfills all service requirements and other conditions for
             receipt of such rights and shares of Stock are registered in his
             name.
 
        7.14.  Evidence.  Evidence required of anyone under the Plan may be
   by certificate, affidavit, document or other information which the person
   acting on it considers pertinent and reliable, and signed, made or
   presented by the proper party or parties.
 
        7.15.  Action by Company or Related Company.  Any action required or
   permitted to be taken by the Company or any Related Company shall be by
   resolution of its board of directors, or by action of one or more members
   of the board (including a committee of the board) who are duly authorized
   to act for the board or (except to the extent prohibited by applicable law
   or the rules of any stock exchange) by a duly authorized officer of the
   company.
 
        7.16.  Gender and Number.  Where the context admits, words in any
   gender shall include any other gender, words in the singular shall include
   the plural and the plural shall include the singular.
 
        7.17.  Termination for Cause.  Unless the Committee determines
   otherwise, all of a Participant's outstanding and unexercised Awards
   whether vested or unvested under the Plan shall be forfeited on the
   Participant's Date of Termination if the Participant's employment with the
   Company or a Related Company is terminated for Cause.
 
 
                                    SECTION 8
 
                                    COMMITTEE
 
        8.1.  Administration.  The authority to control and manage the
   operation and administration of the Plan shall be vested in a committee
   (the "Committee") in accordance with this Section 8.
 
        8.2.  Selection of Committee.  The Committee shall be selected by the
   Board, and shall consist of not fewer than two members of the Board or
   such greater number as may be required for compliance with Rule 16b-3
   issued under the Securities Exchange Act of 1934, none of whom shall be
   eligible to receive Awards under the Plan.
 
        8.3.  Powers of Committee.  The authority to manage and control the
   operation and administration of the Plan shall be vested in the Committee,
   subject to the following:
 
        (a)  Subject to the provisions of the Plan, the Committee will have
             the authority and discretion to select employees to receive
             Awards, to determine the time or times of receipt, to determine
             the types of Awards and the number of shares covered by the
             Awards, to establish the terms, conditions, performance
             criteria, restrictions, and other provisions of such Awards,
             including the vesting provisions applicable to such Awards, and
             to cancel or suspend Awards, provided that the cancelled or
             suspended Award is replaced with an Award of at least equal
             value.  In making such Award determinations, the Committee may
             take into account the nature of services rendered by the
             respective employee, his present and potential contribution to
             the Company's success and such other factors as the Committee
             deems relevant.
 
        (b)  Subject to the provisions of the Plan, the Committee will have
             the authority and discretion to determine the extent to which
             Awards under the Plan will be structured to conform to the
             requirements applicable to Performance-Based Compensation, and
             to take such action, establish such procedures, and impose such
             restrictions at the time such Awards are granted as the
             Committee determines to be necessary or appropriate to conform
             to such requirements.
 
        (c)  The Committee will have the authority and discretion to
             interpret the Plan, to establish, and to prospectively amend and
             rescind any rules and regulations relating to the Plan, to
             determine the terms and provisions of any agreements made
             pursuant to the Plan and to make all other determinations that
             may be necessary or advisable for the administration of the
             Plan.
 
        (d)  Any interpretation of the Plan by the Committee and any decision
             made by it under the Plan is final and binding on all persons.
 
        (e)  Except as otherwise expressly provided in the Plan, where the
             Committee is authorized to make a determination with respect to
             any Award.
 
        8.4.  Delegation by Committee.  Except to the extent prohibited by
   applicable law or the rules of any stock exchange, the Committee may
   allocate all or any portion of its responsibilities and powers to any one
   or more of its members and may delegate all or any part of its
   responsibilities and powers to any person or persons selected by it.  Any
   such allocation or delegation may be revoked by the Committee at any time.
 
        8.5.  Information to be Furnished to Committee.  The Company and
   Related Companies shall furnish the Committee with such data and
   information as may be required for it to discharge its duties.  The
   records of the Company and Related Companies as to an employee's or
   Participant's employment (or other provision of services), termination of
   employment (or cessation of the provision of services), leave of absence,
   reemployment and compensation shall be conclusive on all persons unless
   determined to be incorrect.  Participants and other persons entitled to
   benefits under the Plan must furnish the Committee such evidence, data or
   information as the Committee considers desirable to carry out the terms of
   the Plan.
 
        8.6.  Liability and Indemnification of Committee.  No member or
   authorized delegate of the Committee shall be liable to any person for any
   action taken or omitted in connection with the administration of the Plan
   unless attributable to his own fraud or willful misconduct.  The
   Committee, the individual members thereof, and persons acting as the
   authorized delegates of the Committee under the Plan, shall be indemnified
   by the Company against any and all liabilities, losses, costs and expenses
   (including legal fees and expenses) of whatsoever kind and nature which
   may be imposed on, incurred by or asserted against the Committee or its
   members or authorized delegates by reason of the performance of a
   Committee function if the Committee or its members or authorized delegates
   did not act dishonestly or in willful violation of the law or regulation
   under which such liability, loss, cost or expense arises.  This
   indemnification shall not duplicate but may supplement any coverage
   available under any applicable insurance.
 
                                    SECTION 9
 
                                CHANGE IN CONTROL
 
   Except as otherwise provided in the Plan or in the Agreement reflecting
   the applicable Award, upon the occurrence of a Change in Control (i) all
   outstanding Options and Stock Appreciation Rights shall become immediately
   exercisable, (ii) all shares of Restricted Stock and Performance Stock
   shall become fully vested, (iii) all vesting restrictions imposed under
   subsection 6.3 (relating to restrictions on shares purchased by
   Participants and matching shares) shall cease to apply, and (iv)
   Performance Units may be paid out in such manner and amounts as determined
   by the Committee.  For purposes of the Plan, a "Change in Control" shall
   be deemed to occur on the earliest of the existence of both of the
   following events:
 
        (a)  the stockholders of the Company approve a definitive agreement
             to merge the Company into or consolidate the Company with
             another entity, sell or otherwise dispose of all or
             substantially all of its assets or adopt a plan of liquidation,
             provided, however, that a Change in Control shall not be deemed
             to have occurred by reason of a transaction, or a substantially
             concurrent or otherwise related series of transactions, upon the
             completion of which 51% or more of the beneficial ownership of
             the voting power of the Company, the surviving corporation or
             corporation directly or indirectly controlling the Company or
             the surviving corporation, as the case may be, is held by the
             same persons (as defined below) (although not necessarily in the
             same proportion) as held the beneficial ownership of the voting
             power of the Company immediately prior to the transaction or the
             substantially concurrent or otherwise related series of
             transactions, except that upon the completion thereof, employees
             or employee benefit plans of the Company may be a new holder of
             such beneficial ownership; and
 
        (b)  at any time during any period of two consecutive years,
             individuals who at the beginning of such period were members of
             the Board of Directors of the Company cease for any reason to
             constitute at least a majority of the Board of Directors (unless
             the election, or the nomination for election by the Company's
             stockholders, of each new director was approved by a vote of at
             least two-thirds of the directors still in office at the time of
             such election or nomination who were directors at the beginning
             of such period).
 
   Notwithstanding the foregoing provisions of this Section 9, a Change in
   Control will not be deemed to occur solely because (i) the Company effects
   any primary offering of equity securities, including an initial public
   offering, or (ii) of the occurrence of a transaction or series of
   transactions in which either or both of the Company's two largest
   stockholders, determined as of the date the Plan is adopted, disposes of
   all or a portion of its interest in the Company; provided that such
   transaction or series of transactions does not result in a person being
   the beneficial owner of 51% or more of the voting power of the Company who
   was not previously such an owner.
 
 
                                   SECTION 10
 
                            AMENDMENT AND TERMINATION
 
        The Board may, at any time, amend or terminate the Plan, provided
   that, no amendment or termination may materially adversely affect the
   rights of any Participant or beneficiary under any Award made under the
   Plan prior to the date such amendment is adopted by the Board.