KEYSPAN LONG-TERM PERFORMANCE INCENTIVE COMPENSATION PLAN
 
1.     PURPOSE
 
KeySpan Corporation (the "Company") adopted this Long-Term Performance Incentive
Compensation Plan (the "Plan") on May 20, 1999.  The Company, subject to Section
17, seeks to amend the Plan to increase the number of shares which may be
granted as currently set forth in Section 5(a) from a total of 10,500,000 to a
total of 19,250,000.
 
     The purposes of the Plan are to promote the interests of the Company and
its stockholders by (a) attracting and retaining key employees, directors and
consultants of the Company and its Subsidiaries (as defined below); (b)
motivating such persons by means of performance-related incentives to achieve
long-range performance goals; and (c) enabling such persons to participate in
the long-term growth and financial success of the Company.
 
2.     DEFINITIONS
 
The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:
 
"Award" means, individually or collectively, a grant under this Plan of Stock
Options or Restricted Shares or a Performance Stock Award.  The issuance of
Restricted Shares pursuant to a Performance Stock Award shall not be a new Award
under this Plan.
 
"Award Agreement" means a written agreement entered into between the Company and
a Participant setting forth the terms and conditions of an Award made to such
Participant under this Plan, in the form prescribed by the Committee.
 
"Beneficial Owner or Beneficial Ownership" shall have the meaning ascribed to
such terms in Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.
 
"Board" means the Board of Directors of the Company.
 
"Business Combination" shall have the meaning specified in Section 12(b)(iii).
 
"Change of Control" shall have the meaning specified in Section 12(b).
 
"Code" means the Internal Revenue Code of 1986, as amended.  Reference to a
specific section of the Code or regulation thereunder shall include such section
or regulation, any valid regulation promulgated under such section, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
 
"Committee" means the Compensation and Nominating Committee of the Board, or
such other committee appointed by the Board, each member of which shall be a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act
and shall be an "outside director" within the meaning of Section 162(m) of the
Code.  The Committee shall be composed of at least two (2) such directors.
 
"Common Stock" means the common stock of the Company.
 
"Company" means KeySpan Corporation d/b/a KeySpan Energy, a New York
corporation.
 
"Consultant" means any Person who is not a Director or an employee of the
Company or a Subsidiary and who provides bona fide services to the Company or a
Subsidiary, provided that such services are not rendered in connection with the
offer or sale of securities in a capital-raising transaction.
 
"Director" means a member of the Board of Directors of the Company or a
Subsidiary who is not an employee of the Company or a Subsidiary.
 
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"Effective Date" means the effective date of this Plan as defined in Section 17.
 
"Employee" means a key employee of the Company or a Subsidiary.
 
"Exchange Act" means the Securities Exchange Act of 1934, as amended.  Reference
to a specific section of the Exchange Act or regulation thereunder shall include
such section or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
 
"Fair Market Value" means the closing price of the Common Stock as reported on
the New York Stock Exchange on the relevant valuation date or, if there were no
Common Stock transactions on the valuation date, on the next preceding date on
which there were Common Stock transactions.
 
"Incentive Stock Option" has the meaning specified in Section 6(b).
 
"Incumbent Board" shall have the meaning specified in Section 12(b)(ii).
 
"Negative Discretion" means other factors to be applied by the Committee in
reducing the number of Restricted Shares to be issued pursuant to a Performance
Stock Award if the Performance Goals have been met or exceeded if, in the
Committee's sole judgment, such application is appropriate in order to act in
the best interest of the Company and its shareholders.
 
"Outstanding Company Common Stock" shall have the meaning specified in Section
12(b)(i).
 
"Outstanding Company Voting Securities" shall have the meaning specified in
Section 12(b)(i).
 
"Participant" means an Employee, Director or Consultant who has been granted an
Award under this Plan.
 
"Performance Goals" means, with respect to any Performance Period, performance
goals based on any of the following criteria and established by the Committee
prior to the beginning of such Performance Period or performance goals based on
any of the following criteria and established by the Committee after the
beginning of such Performance Period that meet the requirements to be considered
pre-established performance goals under Section 162(m) of the Code: earnings or
earnings growth; earnings per share; return on equity, assets, capital employed
or investment; revenues or revenue growth; gross profit; gross margin; operating
profit; operating margin; operating cash flow; stock price appreciation and
total shareholder return.  Such Performance Goals may be particular to a
Participant or the division, department, branch, line of business, Subsidiary or
other unit in which the Participant works, or may be based on the performance of
the Company generally.
 
"Performance Period" means the period of time designated by the Committee
applicable to a Performance Stock Award during which the Performance Goals shall
be measured.
 
"Performance Stock Award" shall have the meaning specified in Section 6(d).
 
"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as
defined in Section 13(d) thereof.
 
"Plan" means this KeySpan Energy Long-Term Performance Incentive Compensation
Plan.
 
"Plan Year" means an annual period coinciding with the Company's fiscal year.
 
"Reporting Person" means an officer or director of the Company subject to the
reporting requirements of Section 16 of the Exchange Act.
 
"Restricted Shares" shall have the meaning specified in Section  6(c).
 
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"Restriction Period" shall have the meaning specified in Section 6(c).
 
"Securities Act" means the Securities Act of 1933, as amended.  Reference to a
specific section of the Securities Act or regulation thereunder shall include
such section or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
 
"Stock Option" has the meaning specified in Section 6(a).
 
"Subsidiary" means any corporation or other entity, whether domestic or foreign,
in which the Company has or obtains, directly or indirectly, a proprietary
interest of more than 50% by reason of stock ownership or otherwise.
 
3.     ELIGIBILITY
 
Any Employee, Director or Consultant selected by the Committee is eligible to
receive an Award.
 
4.     PLAN ADMINISTRATION
 
(a)  This Plan shall be administered by the Committee. The Committee shall
periodically make determinations with respect to participation in this Plan and,
except as otherwise required by law or this Plan, the grant terms of Awards
including vesting schedules, price, performance standards (including Performance
Goals), length of relevant performance, restriction or option period, dividend
rights, post-retirement and termination rights, and such other terms and
conditions as the Committee deems appropriate. Except as otherwise required by
this Plan, the Committee shall have authority to interpret and construe the
provisions of this Plan and the Award Agreements and make determinations
pursuant to any Plan provision or Award Agreement, which determinations shall be
final and binding on all persons.
 
(b)  The Committee, in its sole discretion and on such terms and conditions as
it may provide, may delegate all or any part of its authority and powers under
this Plan to one or more directors or officers of the Company; provided,
however, that the Committee may not delegate its authority and powers (i) with
respect to Reporting Persons, or (ii) in any way which would jeopardize this
Plan's qualification under Section 162(m) of the Code or Rule 16b-3 of the
Exchange Act.
 
(c)  All determinations and decisions made by the Committee, the Board and any
delegate of the Committee pursuant to Section 4(b) shall be final, conclusive,
and binding on all persons, and shall be given the maximum deference permitted
by law.
 
5.     STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
 
(a)  The stock subject to the provisions of this Plan shall either be shares of
authorized but unissued Common Stock, shares of Common Stock held as treasury
stock or previously issued shares of Common Stock reacquired by the Company,
including shares purchased on the open market.  Subject to adjustment in
accordance with the provisions of Section 10, the total number of shares of
Common Stock with respect to which Awards may be granted under this Plan may not
exceed 19,250,000 shares.
 
(b)  Subject to adjustment in accordance with Section 10, and subject to Section
5(a), the total number of shares of Common Stock with respect to which Stock
Options and Performance Stock Awards may be granted in any Plan Year to any
Participant shall not exceed 750,000 shares.
 
(c)  For purposes of calculating the total number of shares of Common Stock
available for grants of Awards, the grant of an Award of Restricted Shares or a
Performance Stock Award shall be deemed to be equal to the maximum number of
shares of Common Stock which may be issued under the Award.
 
(d)  Subject to Section 5(b), there shall again be available for Awards under
this Plan, all of the following: (i) shares of Common Stock represented by
Awards which have been canceled, forfeited, surrendered, terminated or expire
unexercised during preceding Plan Years; and (ii) the excess amount of variable
Awards which become fixed at less
 
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than their maximum limitations.
 
6.     AWARDS UNDER THIS PLAN
 
Subject to the provisions of this Plan, the Committee shall have the sole and
complete authority to determine the Employees, Directors and Consultants to whom
Awards shall be granted and the type, terms and conditions of such Awards (which
need not be the same for each Participant).  As the Committee may determine, the
following types of Awards may be granted under this Plan on a stand alone,
combination or tandem basis:
 
(a)  Stock Option. A right to buy a specified number of shares of Common Stock
at a fixed exercise price during a specified time, and subject to such other
terms and conditions, all as the Committee may determine; provided that the
exercise price of any Stock Option shall not be less than 100% of the Fair
Market Value of the Common Stock on the date of grant of the Award.
 
(b)  Incentive Stock Option. An award in the form of a Stock Option to an
Employee which shall comply with the requirements of Section 422 of the Code or
any successor Section as it may be amended from time to time.
 
(c)  Restricted Shares. A transfer of shares of Common Stock to a Participant,
for such consideration and subject to such restrictions, if any, on transfer or
other incidents of ownership, for such periods of time (with respect to each
Award, a "Restriction Period") as the Committee may determine. The stock
certificate or certificates representing Restricted Shares shall be registered
in the name of the Participant to whom such Restricted Shares shall have been
awarded. During the Restriction Period, certificates representing the Restricted
Shares shall bear a restrictive legend to the effect that ownership of the
Restricted Shares, and the enjoyment of all rights appurtenant thereto, are
subject to the restrictions, terms and conditions provided in the Plan and the
applicable Award Agreement. Such certificates shall remain in the custody of the
Company and the Participant shall deposit with the Company stock powers or other
instruments of assignment, each endorsed in blank, so as to permit retransfer to
the Company of all or any portion of the Restricted Shares that shall be
forfeited or otherwise not become vested in accordance with the Plan and the
applicable Award Agreement.
 
Restricted Shares shall constitute issued and outstanding shares of Common Stock
for all corporate purposes.  The Participant will have the right to vote such
Restricted Shares, to receive and retain all dividends and distributions paid or
distributed on such Restricted Shares, and to exercise all other rights, powers
and privileges of a holder of Common Stock with respect to such Restricted
Shares; except that (i)  the Participant will not be entitled to delivery of the
stock certificate or certificates representing such Restricted Shares until the
Restriction Period shall have expired and unless all other vesting requirements
with respect thereto shall have been fulfilled or waived; (ii)  the Company will
retain custody of the stock certificate or certificates representing the
Restricted Shares during the Restriction Period; (iii)  any such dividends and
distributions paid in shares of Common Stock shall constitute Restricted Shares
and be subject to all of the same restrictions during the Restriction Period as
the Restricted Shares with respect to which they were paid; (iv)  the
Participant may not sell, assign, transfer, pledge, exchange, encumber or
dispose of the Restricted Shares or his or her interest in any of them during
the Restriction Period; and (v)  a breach of any restrictions, terms or
conditions provided in the Plan or established by the Committee with respect to
any Restricted Shares will cause a forfeiture of such Restricted Shares on the
terms and conditions established by the Committee.
 
(d)  Performance Stock Awards.  A right, granted to a Participant, to receive
Restricted Shares (as defined in Section 6(c) hereof) that are not to be issued
to the Participant until after the satisfaction of the Performance Goals during
a Performance Period.
 
7.     PERFORMANCE STOCK AWARDS
 
(a)  Administration. Performance Stock Awards may be granted to Participants
either alone or in addition to other Awards granted under this Plan. The
Committee shall determine the Participants to whom Performance Stock Awards
shall be awarded for any Performance Period, the duration of the applicable
Performance Period, the number of Restricted Shares to be awarded at the end of
a Performance Period to Participants if the Performance Goals are met or
exceeded (which Restricted Shares may, but need not, contain restrictions on
transfer or other incidents of ownership
 
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as permitted in Section 6(c)), and the terms and conditions of the Performance
Stock Award in addition to those contained in this Section 7.
 
(b)  Payment of Award.  During or after the end of a Performance Period, the
financial performance of the Company during such Performance Period shall be
measured against the Performance Goals.  If the Performance Goals are not met,
no Restricted Shares shall be issued pursuant to the Performance Stock Award.
If the Performance Goals are met or exceeded, the Committee shall certify that
fact in writing in the Committee minutes or elsewhere and certify the number of
Restricted Shares to be issued under each Performance Stock Award in accordance
with the related Award Agreement. The Committee may, in its sole discretion,
apply Negative Discretion to reduce the number of Restricted Shares to be issued
under a Performance Stock Award.
 
8.     OTHER TERMS AND CONDITIONS
 
(a)  Assignability.  Except as otherwise determined by the Committee, no Stock
Option or Performance Stock Award shall be assignable or transferable except by
will or by the laws of descent and distribution and during the lifetime of a
Participant, Stock Options shall be exercisable only by such Participant.
 
(b)  Award Agreement. Each Award under this Plan shall be evidenced by an Award
Agreement.
 
(c)  Rights as a Shareholder. Except as otherwise provided in this Plan or in
any Award Agreement, a Participant shall have no rights as a shareholder with
respect to shares of Common Stock covered by an Award until the date the
Participant is the holder of record of such shares.
 
(d)  No Obligation to Exercise. The grant of an Award shall impose no obligation
upon the Participant to exercise the Award.
 
(e)  Payments by Participants. The Committee may determine that Awards for which
a payment is due from a Participant may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the Company,
by money transfers or direct account debits; (ii) through the delivery or deemed
delivery based on attestation to the ownership of shares of Common Stock with a
Fair Market Value equal to the total payment due from the Participant; (iii) by
a combination of the methods described in (i) and (ii) above; or (iv) by such
other methods as the Committee may deem appropriate.
 
(f)  Tax Withholding. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required to be withheld with respect to an Award
or any dividends or other distributions payable with respect thereto. Subject to
the requirements of Rule 16b-3 of the Exchange Act, the Committee, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or
in part, by (i) electing to have the Company withhold otherwise deliverable
shares of Common Stock having a Fair Market Value not exceeding the minimum
amount required to be withheld, or (ii) delivering to the Company shares of
Common Stock then owned by the Participant. The amount of the withholding
obligation satisfied by shares of Common Stock withheld or delivered shall be
the Fair Market Value of such shares determined as of the date that the taxes
are required to be withheld.
 
(g)  Restrictions on Sale and Exercise. If and to the extent required to comply
with rules promulgated under Section 16 of the Exchange Act, (i) no Award
providing for exercise, a vesting period, a Restriction Period or the attainment
of performance standards shall permit unrestricted ownership of shares of Common
Stock by the Participant for at least six months from the date of grant, and
(ii) shares of Common Stock acquired pursuant to an Award granted under this
Plan may not be sold or otherwise disposed of for at least six months after the
date of the grant of the Award.
 
(h)  Requirements of Law. The granting of Awards and the issuance of shares of
Common Stock upon the exercise of Awards shall be subject to all applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any stock
exchanges upon which the Common
 
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Stock may be listed. As a condition precedent to the issuance of shares of
Common Stock pursuant to the grant or exercise of an Award, the Company may
require the Participant to take any reasonable action to meet such requirements.
 
(i)  Non-Exclusivity of the Plan. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options and the awarding of stock and
cash otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.
 
(j)  Unfunded Plan. Neither the Company nor any Subsidiary shall be required to
segregate any cash or any shares of Common Stock which may at any time be
represented by Awards and the Plan shall constitute an "unfunded" plan of the
Company. Neither the Company nor any Subsidiary shall, by any provisions of the
Plan, be deemed to be a trustee of any Common Stock or any other property, and
the liabilities of the Company and any Subsidiary to any Participant pursuant to
the Plan shall be those of a debtor pursuant to such contract obligations as are
created by or pursuant to the Plan, and the rights of any Participant or
beneficiary under the Plan shall be limited to those of a general creditor of
the Company or the applicable Subsidiary, as the case may be. In its sole
discretion, the Board may authorize the creation of trusts or other arrangements
to meet the obligations of the Company under the Plan, provided, however, that
the existence of such trusts or other arrangements is consistent with the
unfunded status of the Plan.
 
(k)  Legends. In addition to any legend contemplated by Section 6(c), each
certificate evidencing Common Stock subject to an Award shall bear such legends
as the Committee deems necessary or appropriate to reflect or refer to any
terms, conditions or restrictions of the Award applicable to such shares,
including, without limitation, any to the effect that the shares represented
thereby may not be disposed of unless the Company has received an opinion of
counsel, acceptable to the Company, that such disposition will not violate any
federal or state securities laws.
 
(l)  Company's Rights. The grant of Awards pursuant to the Plan shall not affect
in any way the right or power of the Company to make reclassifications,
reorganizations or other changes of or to its capital or business structure or
to merge, consolidate, liquidate, sell or otherwise dispose of all or any part
of its business or assets.
 
(m)  Designation of Beneficiaries. If permitted by the Committee, a Participant
may designate a beneficiary or beneficiaries in the event of the death of the
Participant and may change such designation from time to time by filing a
written designation of beneficiary or beneficiaries with the Committee on a form
to be prescribed by it, provided that no such designation shall be effective
unless so filed prior to the death of such Participant.
 
9.     AMENDMENTS
 
(a)  Except as otherwise provided in this Plan, the Board may at any time
terminate and, from time to time, may amend or modify this Plan. Any such action
of the Board may be taken without the approval of the Company's shareholders,
but only to the extent that such shareholder approval is not required by
applicable law or regulation, including specifically Rule 16b-3 under the
Exchange Act and Section 162(m) of the Code.
 
(b)  No amendment, modification or termination of this Plan shall in any manner
adversely affect any Awards theretofore granted to a Participant under this Plan
without the consent of such Participant.  No amendment or modification of this
Plan may change any Performance Goal, or increase the benefits payable for
achievement of a Performance Goal, once established for a Performance Stock
Award.
 
10.    RECAPITALIZATION
 
The aggregate number of shares of Common Stock as to which Awards may be granted
to Participants, the number of shares thereof covered by each outstanding Award,
and the price per share thereof in each such Award, shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, stock dividend, combination or exchange of
shares, exchange for other securities, reclassification, reorganization,
redesignation, merger, consolidation, recapitalization or other such change.
Any such adjustment may provide for the elimination of fractional shares.
 
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11.    NO RIGHT TO EMPLOYMENT
 
No person shall have any claim or right to be granted an Award, and the grant of
an Award shall not be construed as giving a Participant the right to be retained
in the employ of the Company or a Subsidiary.  Nothing in this Plan shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or any
Subsidiary.
 
12.    CHANGE OF CONTROL
 
(a)  Notwithstanding anything contained in this Plan or any Award Agreement to
the contrary, in the event of a Change of Control, as defined below, the
following shall occur with respect to any and all Awards outstanding as of such
Change of Control:
 
(i)  automatic lapse of all restrictions and acceleration of any time periods
relating to the exercise or vesting of Stock Options and Restricted Shares so
that such Awards become immediately exercisable (and shall remain exercisable
until the end of the original expiration period fixed in the Award Agreement) or
vested in full; and automatic satisfaction of Performance Goals on a pro rata
basis with respect to the maximum number of Restricted Shares issuable pursuant
to a Performance Stock Award, or on such other basis as set forth in the Award
Agreement, so that such pro rata or other portion of such Restricted Shares
becomes immediately vested; and
 
(ii) all Awards become non-cancelable.
 
(b)  A "Change of Control" of the Company shall be deemed to have occurred upon
the happening of any of the following events:
 
(i)    The acquisition by any Person of Beneficial Ownership of 20% or more of
either (x) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (y) 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 (i), the following acquisitions
shall not constitute a Change of Control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Person controlled by the Company, or (D) any acquisition by any Person pursuant
to a transaction which complies with clauses (A), (B), and (C) of paragraph
(iii) below; or
 
(ii)   Individuals who, as of the Effective Date, 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 Effective Date 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; or
 
(iii)  Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company or
the acquisition of assets of another corporation (a "Business Combination"), in
each case, unless, following such Business Combination, (A) all of 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 60% of, respectively, the Outstanding
Company Common Stock and the combined voting power of the Outstanding Company
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, (B) no Person
 
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(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 Outstanding Company Common Stock
of the corporation resulting from such Business Combination or the combined
voting power of the Outstanding Company Voting Securities of such corporation
except to the extent that such ownership existed prior to the Business
Combination, and (C) 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; or
 
(iv)  Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
 
13.    GOVERNING LAW
 
To the extent that federal laws do not otherwise control, this Plan shall be
construed in accordance with and governed by the law of the State of New York.
 
14.    CAPTIONS
 
Captions are provided herein for convenience of reference only, and shall not
serve as a basis for interpretation or construction of this Plan.
 
15.    RESERVATION OF SHARES
 
The Company, during the term of the Plan, will at all times reserve and keep
available the number of shares of Common Stock as shall be sufficient to satisfy
the requirements of the Plan.  The inability of the Company to obtain the
necessary approvals from any regulatory body having jurisdiction or approval
deemed necessary by the Company's counsel to the lawful issuance and sale of any
shares of Common Stock under the Plan shall relieve the Company of any liability
in respect of the nonissuance or sale of such shares of Common Stock as to which
such requisite authority shall not have been obtained.
 
16.    SAVINGS CLAUSE
 
This Plan is intended to comply in all respects with applicable law and
regulation, including, with respect to those Participants who are Reporting
Persons, Rule 16b-3 under the Exchange Act.  In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and the invalid, illegal or
unenforceable provision shall be deemed null and void; however, to the extent
permissible by law, any provision which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this Plan to
be construed in compliance with all applicable laws (including Rule 16b-3) so as
to foster the intent of this Plan.  Notwithstanding anything in this Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate this
Plan so as to restrict, limit or condition the use of any provision of this Plan
to Participants who are Reporting Persons without so restricting, limiting or
conditioning this Plan with respect to other Participants.  All Awards of Stock
Options and Performance Stock Awards are intended to comply with Section 162(m)
of the Code.
 
17.    EFFECTIVE DATE AND TERM
 
The effective date (the "Effective Date") of this Plan is the date of
shareholder approval when the Plan was adopted May 20, 1999.   Any increase in
the number of shares to be granted pursuant to section 5(a) of the Plan will be
subject to shareholder approval at the time of such request for additional
shares.  No new Awards shall be granted under this Plan after the tenth
anniversary of the Effective Date.  Unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award granted hereunder may, and
the authority of the Board or the Committee under this Plan shall, continue
after the authority for grant of new Awards hereunder has been exhausted.
 
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