GATX CORPORATION
 
                    2004 EQUITY INCENTIVE COMPENSATION PLAN
 
                                   SECTION 1
 
                                    GENERAL
 
     1.1.  Purpose.  The purpose of the GATX Corporation 2004 Equity Incentive
Compensation Plan (the "Plan") is to promote the long term financial interest of
GATX Corporation (the "Company") by (i) attracting and retaining key employees
and non-employee directors possessing outstanding ability; (ii) further
motivating such individuals by means of growth-related incentives to achieve
long-range goals; (iii) providing incentive compensation opportunities, in the
form of Non-Qualified Options, Stock Appreciation Rights, and Full Value Awards
(each as described below) which are competitive with those of other major
corporations; and (iv) furthering the identity of interests of Participants with
those of the Company's stockholders through opportunities for increased stock
ownership.
 
     1.2.  Participation.  The Committee shall determine and designate, from
time to time, from among the key employees of the Company or a Subsidiary and
non-employee directors of the Board, those persons who will be granted one or
more Awards under the Plan, and thereby become "Participants" in the Plan.
 
     1.3.  Definitions.  Capitalized terms in the Plan shall be defined as set
forth in the Plan (including the definition provisions of Section 8).
 
                                   SECTION 2
 
                                OPTIONS AND SARS
 
     2.1.  Definitions.
 
          (a) The grant of an "Option" entitles the Participant to purchase
     shares of Stock at an Exercise Price established by the Committee. Any
     Option granted under this Section 2 shall be a non-qualified option (an
     "NQO"). An "NQO" is an Option that is not intended to be an "incentive
     stock option" as that term is described in section 422(b) of the Code.
 
          (b) A stock appreciation right (an "SAR") entitles the Participant to
     receive, in cash or Stock (as determined in accordance with subsection
     2.5), value equal to (or otherwise based on) the excess of: (a) the Fair
     Market Value of a specified number of shares of Stock at the time of
     exercise; over (b) an Exercise Price established by the Committee.
 
     2.2.  Exercise Price.  The "Exercise Price" of each Option and SAR granted
under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted. The Exercise Price shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant (or, if greater, the par
value of a share of Stock); provided, however, that the Committee, in its
discretion, may establish an Exercise Price of an Option or SAR granted under
this Section 2 that varies based on the stock price of a comparator group of
companies or such other index as is selected by the Committee (resulting in an
Exercise Price that may at times be less than the Fair Market Value of a share
of Stock on the date of grant); and further provided that such variable price
shall not be used if the Committee intends that the Options or SARs be
Performance-Based Compensation, and the use of such variable pricing would
preclude such treatment.
 
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     2.3.  Exercise.  An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee. In no event, however, shall an Option or SAR expire later than
ten years after the date of its grant.
 
     2.4.  Payment of Option Exercise Price.  The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:
 
          (a) Subject to the following provisions of this subsection 2.4, the
     full Exercise Price for shares of Stock purchased upon the exercise of any
     Option shall be paid at the time of such exercise.
 
          (b) Subject to applicable law, the Exercise Price shall be paid in
     cash, by promissory note, or by tendering, by either actual delivery of
     shares or by attestation, shares of Stock acceptable to the Committee, and
     valued at Fair Market Value as of the day of exercise, or in any
     combination thereof, as determined by the Committee.
 
          (c) The Committee may permit a Participant to elect to pay the
     Exercise Price upon the exercise of an Option by irrevocably authorizing a
     third party to sell shares of Stock (or a sufficient portion of the shares)
     acquired upon exercise of the Option and remit to the Company a sufficient
     portion of the sale proceeds to pay the entire Exercise Price and any tax
     withholding resulting from such exercise.
 
     2.5.  Settlement of Award.  Settlement of Options and SARs is subject to
subsection 4.6.
 
     2.6.  No Repricing.  Except for either adjustments pursuant to paragraph
4.2(f), or reductions of the Exercise Price approved by the Company's
stockholders, the Exercise Price for any outstanding Option may not be decreased
nor may an outstanding Option granted under the Plan be surrendered to the
Company as consideration for the grant of a replacement Option with a lower
exercise price.
 
     2.7.  Grants of Options and SARs.  An Option may but need not be in tandem
with an SAR, and an SAR may but need not be in tandem with an Option. Except as
otherwise provided by the Committee, if an Option is in tandem with an SAR, the
exercise price of both the Option and SAR shall be the same, and the exercise of
the Option or SAR with respect to a share of Stock shall cancel the
corresponding tandem SAR or Option right with respect to such share. If an SAR
is in tandem with an Option but is granted after the grant of the Option, or if
an Option is in tandem with an SAR but is granted after the grant of the SAR,
the later granted tandem Award shall have the same exercise price as the earlier
granted Award, but the exercise price for the later granted Award may be less
than the Fair Market Value of the Stock at the time of such grant.
 
                                   SECTION 3
 
                               FULL VALUE AWARDS
 
     3.1.  Full Value Awards.  A "Full Value" Award is a grant of one or more
shares of Stock or a right to receive one or more shares of Stock in the future,
with such grant subject to one or more of the following, as determined by the
Committee:
 
          (a) The grant shall be made in consideration of a Participant's
     previously performed services or surrender of other compensation that may
     be due.
 
          (b) The grant shall be contingent on the achievement of performance
     objectives during a specified period.
 
          (c) The grant shall be subject to a risk of forfeiture or other
     restrictions that will lapse upon the achievement of one or more goals
     relating to completion of service by the Participant, or achievement of
     performance or other objectives.
 
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     The grant of Full Value Awards may also be subject to such other
conditions, restrictions and contingencies, as determined by the Committee.
 
     3.2.  Performance-Based Compensation.  The Committee may designate a Full
Value Award granted to a Participant as "performance-based compensation" as that
term is used in section 162(m) of the Code. Any such Award so designated shall
be conditioned on the achievement of a level of the Company's Total Gross Income
Less Total Ownership Costs (as defined in Section 8) established by the
Committee in accordance with the requirements of section 162(m) of the Code.
 
                                   SECTION 4
 
                          OPERATION AND ADMINISTRATION
 
     4.1.  Effective Date.  Subject to the approval of the stockholders of the
Company at the Company's 2004 annual meeting of its stockholders, the Plan shall
be effective as of January 1, 2004 (the "Effective Date"); provided, however,
that Awards may be granted contingent on approval of the Plan by the
stockholders of the Company at such annual meeting. The Plan shall be unlimited
in duration and, in the event of Plan termination, shall remain in effect as
long as any Awards under it are outstanding; provided, however, that no Awards
may be granted under the Plan after the ten-year anniversary of the Effective
Date.
 
     4.2.  Shares Subject to Plan.  The shares of Stock for which Awards may be
granted under the Plan shall be subject to the following:
 
          (a) 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, to the extent permitted by applicable law, acquired by the Company
     as treasury shares, including shares purchased in the open market or in
     private transactions.
 
          (b) Subject to the following provisions of this subsection 4.2, the
     maximum number of shares of Stock that may be delivered to Participants and
     their beneficiaries under the Plan shall be equal to the sum of paragraphs
     (i) and (ii) below:
 
             (i) 3,000,000 shares of Stock;
 
             (ii) Any shares of Stock available for additional awards under the
        1995 Long Term Incentive Compensation Plan or the 1985 Long Term
        Incentive Compensation Plan of the Company (the "Prior Plans") as of the
        date on which shareholders approve the Plan; and any shares of Stock
        that are represented by awards granted under the Prior Plans which are
        forfeited, expire or are canceled without delivery of shares of Stock or
        which result in the forfeiture of the shares of Stock back to the
        Company after the date on which shareholders approve the Plan and which
        would not have been counted against the reserve against such Prior
        Plans.
 
          (c) To the extent provided by the Committee, any Award may be settled
     in cash rather than Stock.
 
          (d) Only shares of Stock, if any, actually delivered to the
     Participant or beneficiary on an unrestricted basis with respect to an
     Award shall be treated as delivered for purposes of the determination under
     paragraph (b) above, regardless of whether the Award is denominated in
     Stock or cash. Consistent with the foregoing:
 
             (i) To the extent any shares of Stock covered by an Award are not
        delivered to a Participant or beneficiary because the Award is forfeited
        or canceled, or the shares of Stock are not delivered on an unrestricted
        basis (including, without limitation, by reason of the Award being
        settled in cash or used to satisfy the applicable tax withholding
        obligation), such shares shall not be deemed to have been delivered for
        purposes of the determination under paragraph (b) above.
 
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             (ii) If the exercise price of any Option or the tax withholding
        obligation with respect to any Award is satisfied by tendering shares of
        Stock to the Company (by either actual delivery or by attestation), only
        the number of shares of Stock issued net of the shares of Stock tendered
        shall be deemed delivered for purposes of determining the number of
        shares of Stock available for delivery under the Plan.
 
          (e) Subject to paragraph 4.2(f), the following additional maximums are
     imposed under the Plan.
 
             (i) The maximum number of shares that may be covered by Awards
        granted to any one Participant during any one-calendar-year period
        pursuant to Section 2 (relating to Options and SARs) shall be 500,000
        shares. If an Option is granted in tandem with an SAR, such that the
        exercise of the Option or SAR with respect to a share of Stock cancels
        the tandem SAR or Option right, respectively, with respect to such
        share, the tandem Option and SAR rights with respect to each share of
        Stock shall be counted as covering but one share of Stock for purposes
        of applying the limitations of this paragraph (i).
 
             (ii) For Full Value Awards that are intended to be
        "performance-based compensation" (as that term is used for purposes of
        Code section 162(m)), no more than 300,000 shares of Stock may be
        delivered pursuant to such Awards granted to any one Participant during
        any one-calendar-year period; provided that Awards described in this
        paragraph (ii), that are intended to be performance-based compensation,
        shall be subject to the following:
 
                (A) If the Awards are denominated in Stock but an equivalent
           amount of cash is delivered in lieu of delivery of shares of Stock,
           the foregoing limit shall be applied based on the methodology used by
           the Committee to convert the number of shares of Stock into cash.
 
                (B) If delivery of Stock or cash is deferred until after shares
           of Stock have been earned, any adjustment in the amount delivered to
           reflect actual or deemed investment experience after the date the
           shares are earned shall be disregarded.
 
          (f) In the event of a corporate transaction involving the Company
     (including, without limitation, any stock dividend, stock split,
     extraordinary cash dividend, recapitalization, reorganization, merger,
     consolidation, split-up, spin-off, combination or exchange of shares), the
     Committee may adjust Awards to preserve the benefits or potential benefits
     of the Awards. Action by the Committee may include: (i) adjustment of the
     number and kind of shares which may be delivered under the Plan; (ii)
     adjustment of the number and kind of shares subject to outstanding Awards;
     (iii) adjustment of the Exercise Price of outstanding Options and SARs; and
     (iv) any other adjustments that the Committee determines to be equitable
     (which may include, without limitation, (I) replacement of Awards with
     other Awards which the Committee determines have comparable value and which
     are based on stock of a company resulting from the transaction, or (II)
     cancellation of the Award in return for cash payment of the current value
     of the Award, determined as though the Award is fully vested at the time of
     payment, provided that in the case of an Option, the amount of such payment
     may be the excess of value of the Stock subject to the Option at the time
     of the transaction over the exercise price).
 
     4.3.  General Restrictions.  Delivery 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 obligation to deliver any shares of Stock or make any other
     distribution of benefits under the Plan unless such delivery or
     distribution complies with all applicable laws (including, without
     limitation, the requirements of the Securities Act of 1933), and the
     applicable requirements of any securities exchange on which the shares of
     the Company are registered.
 
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          (b) To the extent that the Plan provides for issuance of stock
     certificates to reflect the issuance of shares of Stock, the issuance may
     be effected on a non-certificated basis, to the extent not prohibited by
     applicable law or the applicable rules of any stock exchange.
 
     4.4.  Tax Withholding.  All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. Except as otherwise provided by the
Committee, such withholding obligations may be satisfied (i) through cash
payment by the Participant; (ii) through the surrender of shares of Stock which
the Participant already owns (provided, however, that to the extent shares
described in this clause (ii) are used to satisfy more than the minimum
statutory withholding obligation, as described below, then, except as otherwise
provided by the Committee, payments made with shares of Stock in accordance with
this clause (ii) above shall be limited to shares held by the Participant for
not less than six months prior to the payment date); or (iii) through the
surrender of shares of Stock to which the Participant is otherwise entitled
under the Plan; provided, however, that such shares under this clause (iii) may
be used to satisfy not more than the Company's minimum statutory withholding
obligation (based on minimum statutory withholding rates for Federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income).
 
     4.5.  Grant and Use of Awards and Dividends.  The grant and use of Awards,
and a Participant's right to receive dividend or dividend equivalent payments
shall be subject to the following:
 
          (a) In the discretion of the Committee, 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. Awards may be granted as
     alternatives to or replacement of awards granted or outstanding under the
     Plan, or any other plan or arrangement of the Company or a Subsidiary
     (including a plan or arrangement of a business or entity, all or a portion
     of which is acquired by the Company or a Subsidiary).
 
          (b) The Committee may use available shares of Stock as the form of
     payment for compensation, grants or rights earned or due under any other
     compensation plans or arrangements of the Company or a Subsidiary,
     including the plans and arrangements of the Company or a Subsidiary assumed
     in business combinations. Notwithstanding the provisions of subsection 2.2,
     Options and SARs granted under the Plan in replacement for awards under
     plans and arrangements of the Company or a Subsidiary assumed in business
     combinations may provide for exercise prices that are less than the Fair
     Market Value of the Stock at the time of the replacement grants, if the
     Committee determines that such exercise price is appropriate to preserve
     the economic benefit of the award.
 
          (c) An Award (including without limitation an Option or SAR Award) may
     provide the Participant with the right to receive dividend payments or
     dividend equivalent payments with respect to Stock subject to the Award
     (both before and after the Stock subject to the Award is earned, vested, or
     acquired), which payments may be either made currently or credited to an
     account for the Participant, and may be settled in cash or Stock, as
     determined by the Committee, subject to such conditions, restrictions and
     contingencies as the Committee shall establish, including the reinvestment
     of such credited amounts in Stock equivalents.
 
     4.6.  Settlement of Awards.  The obligation to make payments and
distributions with respect to Awards may be satisfied through cash payments, the
delivery of shares of Stock, grant of replacement Awards, or combination thereof
as the Committee shall determine. Satisfaction of any such obligations under an
Award, which is sometimes referred to as "settlement" of the Award, may be
subject to such conditions, restrictions and contingencies as the Committee
shall determine. Subject to such rules and procedures as it may establish, the
Committee may permit or require the deferral of any Award payment, which may
include payment or crediting of interest or dividend equivalents, and converting
such credits into deferred Stock equivalents.
 
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     4.7.  Transferability.  Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.
 
     4.8.  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.
 
     4.9.  Agreement With Company.  An Award under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in a written agreement (the "Award
Agreement") with terms determined by the Committee. A copy of such agreement
shall be provided to the Participant, and the Committee may, but need not
require that the Participant sign such agreement.
 
     4.10.  Action by Company.  Any action required or permitted to be taken by
the Company shall be by resolution of the Board, 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 applicable rules of any stock exchange on which shares of the
Company are registered) by a duly authorized officer of the Company.
 
     4.11.  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.
 
     4.12.  Limitation of Implied Rights.
 
          (a) Neither a Participant nor any other person shall, by reason of
     participation in the Plan, acquire any right in or title to any assets,
     funds or property of the Company or any Subsidiary whatsoever, including,
     without limitation, any specific funds, assets, or other property which the
     Company or any Subsidiary, 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 Stock or amounts, if any, payable under the Plan,
     unsecured by any assets of the Company or any Subsidiary, and nothing
     contained in the Plan shall constitute a guarantee that the assets of the
     Company or any Subsidiary 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 participating employee the
     right to be retained in the employ of the Company or any Subsidiary or the
     right to continue to provide services to the Company or any Subsidiary, 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 rights as a stockholder of the Company prior to the
     date on which the individual fulfills all conditions for receipt of such
     rights.
 
     4.13.  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.
 
                                   SECTION 5
 
                               CHANGE IN CONTROL
 
     The effect of the occurrence of a Change in Control on an Award shall be
determined by the Committee, in its discretion, except as otherwise provided in
the Plan or the Award Agreement reflecting the applicable Award. The term
"Change in Control" shall mean the occurrence of a change in the beneficial
ownership of the Company's voting stock or a change in the composition of
 
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<PAGE>
 
the Company's Board of Directors if such change is described in any of
paragraphs (a), (b), (c), (d) or (e) below:
 
          (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (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 (i) the then outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (ii) 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"); provided, however, that for purposes of this
     subsection (a), the following acquisitions shall not constitute a Change of
     Control: (1) any acquisition directly from the Company, (2) any acquisition
     by the Company, (3) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Company or any corporation
     controlled by the Company or (4) any acquisition by any corporation
     pursuant to a transaction which complies with clauses (i), (ii) and (iii)
     of subsection (c) of this Section 5.
 
          (b) Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the election or removal of directors or other actual or threatened
     solicitation of proxies or consents by or on behalf of a Person other than
     the Board.
 
          (c) Consummation of a reorganization, merger or consolidation or sale
     or other disposition of all or substantially all of the assets of the
     Company (a "Business Combination"), in each case, unless, following such
     Business Combination, (i) all or substantially all of the individuals and
     entities who were the beneficial owners, respectively, of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities immediately
     prior to such Business Combination beneficially own, directly or
     indirectly, more than 65% of, respectively, the then outstanding shares of
     common stock and the combined voting power of the then outstanding voting
     securities entitled to vote generally in the election of directors, as the
     case may be, of the corporation resulting from such Business Combination
     (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 Business Combination of the Outstanding Company Common Stock and
     Outstanding Company Voting Securities, as the case may be, (ii) no Person
     (excluding any corporation resulting from such Business Combination or any
     employee benefit plan (or related trust) of the Company or such corporation
     resulting from such Business Combination) beneficially owns, directly or
     indirectly, 20% or more of, respectively, the then outstanding shares of
     common stock of the corporation resulting from such Business Combination or
     the combined voting power of the then outstanding voting securities of such
     corporation except to the extent that such ownership existed prior to the
     Business Combination and (iii) at least a majority of the members of the
     board of directors of the corporation resulting from such Business
     Combination were members of the Incumbent Board at the time of the
     execution of the initial agreement, or of the action of the Board,
     providing for such Business Combination.
 
          (d) Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.
 
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          (e) Consummation of a Business Combination involving any subsidiary of
     the Company (a "Company Unit") unless immediately after such Business
     Combination, the Company owns at least 50% of the voting stock of such
     Company Unit. However, the circumstances described in this paragraph (e)
     shall constitute a Change in Control with respect to Awards of an
     individual only if the individual's primary employer immediately prior to
     such Business Combination is such Company Unit.
 
     The terms used in this Section 5 and not defined elsewhere in the Plan
shall have the same meaning as such terms have in the Securities Exchange Act of
1934, as amended, and the rules and regulations adopted thereunder.
 
                                   SECTION 6
 
                                   COMMITTEE
 
     6.1.  Administration.  The authority to control and manage the operation
and administration of the Plan shall be vested in the Compensation Committee of
the Board (the "Committee") in accordance with this Section 6, Section 303A.05
of the NYSE Listed Company Manual and section 162(m) of the Code. The Committee
shall consist solely of three or more members of the Board who are not employees
of the Company or any Subsidiary. If the Committee does not exist, or for any
other reason determined by the Board, the Board may take any action under the
Plan that would otherwise be the responsibility of the Committee.
 
     6.2.  Powers of Committee.  The Committee's administration of the Plan
shall be subject to the following:
 
          (a) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select from among the key employees of the
     Company or a Subsidiary, and non-employee directors of the Board, those
     persons who shall 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, and (subject to the
     restrictions imposed by Section 7) to cancel or suspend Awards.
 
          (b) To the extent that the Committee determines that the restrictions
     imposed by the Plan preclude the achievement of the material purposes of
     the Awards in jurisdictions outside the United States, the Committee will
     have the authority and discretion to modify those restrictions as the
     Committee determines to be necessary or appropriate to conform to
     applicable requirements or practices of jurisdictions outside of the United
     States.
 
          (c) The Committee will have the authority and discretion to interpret
     the Plan, to establish, amend, and rescind any rules and regulations
     relating to the Plan, to determine the terms and provisions of any Award
     Agreement 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.
 
     6.3.  Delegation by Committee.  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.
 
     6.4.  Information to be Furnished to Committee.  The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment,
termination of employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect. Participants and
other persons
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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.
 
                                   SECTION 7
 
                           AMENDMENT AND TERMINATION
 
     The Board may, at any time, amend or terminate the Plan, provided that (i)
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; (ii) the provisions of subsection 2.6
(relating to Option repricing) may not be amended, unless any such amendment is
approved by the Company's stockholders; and (iii) adjustments pursuant to
paragraph 4.2(f) shall not be subject to the foregoing limitations of this
Section 7.
 
                                   SECTION 8
 
                                 DEFINED TERMS
 
     In addition to the other definitions contained herein, the following
definitions shall apply:
 
          (a) Award.  The term "Award" means any award or benefit granted under
     the Plan, including, without limitation, the grant of Options, SARs and
     Full Value Awards.
 
          (b) Board.  The term "Board" means the Board of Directors of the
     Company.
 
          (c) Code.  The term "Code" means the Internal Revenue Code of 1986, as
     amended. A reference to any provision of the Code shall include reference
     to any successor provision of the Code.
 
          (d) Fair Market Value.  For purposes of the Plan, the term "Fair
     Market Value" of a share of Stock as of any date, shall mean the average of
     the highest and lowest prices at which a share of Stock is traded on the
     date as of which the determination is being made as quoted on the New York
     Stock Exchange Composite Transactions or other principal market quotation
     selected by the Committee or, if the Stock is not traded on that date, the
     average of the highest and lowest prices on the next preceding day on which
     such Stock was traded.
 
          (e) Subsidiary.  The term "Subsidiary" means any company during any
     period in which it is a "subsidiary corporation" (as that term is defined
     in Code section 424(f)) with respect to the Company, and any other business
     venture designated by the Committee in which the Company (or any entity
     that is a successor to the Company) has a significant interest, as
     determined in the discretion of the Committee.
 
          (f) Stock.  The term "Stock" means shares of common stock of the
     Company.
 
          (g) Total Gross Income Less Total Ownership Costs.  The term "Total
     Gross Income Less Total Ownership Costs" means the Company's "Total Gross
     Income" less "Total Ownership Costs" as reported in the Company's
     consolidated statement of income (or if such amounts are not reported in
     the Company's statement of income, the line items in the Company's
     statement of income determined by the Committee to correspond thereto).
 
                                       C-9