CIT GROUP INC.
                            LONG-TERM INCENTIVE PLAN
 
1. Purposes of the Plan
 
      The purposes of the Plan are to (a) promote the long-term success of the
Company and its Subsidiaries and to increase stockholder value by providing
Eligible Individuals with incentives to contribute to the long-term growth and
profitability of the Company by offering them an opportunity to obtain a
proprietary interest in the Company through the grant of equity-based awards and
(b) assist the Company in attracting, retaining and motivating highly qualified
individuals who are in a position to make significant contributions to the
Company and its Subsidiaries.
 
      Upon the Effective Date, no further Awards will be granted under the Prior
Plan.
 
2. Definitions and Rules of Construction
 
      (a) Definitions. For purposes of the Plan, the following capitalized words
shall have the meanings set forth below:
 
            "Affiliate" means any Parent or Subsidiary and any person that
      directly or indirectly through one or more intermediaries, controls, is
      controlled by, or is under common control with, the Company.
 
            "Award" means an Option, Restricted Stock, Restricted Stock Unit,
      Stock Appreciation Right, Performance Stock, Performance Unit or Other
      Award granted by the Committee pursuant to the terms of the Plan.
 
            "Award Document" means an agreement, certificate or other type or
      form of document or documentation approved by the Committee that sets
      forth the terms and conditions of an Award. An Award Document may be in
      written, electronic or other media, may be limited to a notation on the
      books and records of the Company and, unless the Committee requires
      otherwise, need not be signed by a representative of the Company or a
      Participant.
 
            "Beneficial Owner" and "Beneficially Owned" have the meaning set
      forth in Rule 13d-3 under the Exchange Act.
 
            "Board" means the Board of Directors of the Company, as constituted
      from time to time.
 
            "Change of Control" means:
 
                  (i) Any Person becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company representing thirty-five
            percent (35%) or more of the combined voting power of the Company's
            then outstanding securities; or
 
                  (ii) The following individuals cease for any reason to
            constitute a majority of the number of directors then serving:
            individuals who, on the Effective Date, constitute the Board and any
            new director (other than a director whose initial assumption of
            office is in connection with an actual or threatened election
            contest, including, but not limited to, a consent solicitation,
            relating to the election of directors of the Company) whose
            appointment or election by the Board or nomination for election by
            the Company's stockholders was approved or recommended by a vote of
            at least a majority of the directors then still in office who either
            were directors on the Effective Date or whose appointment, election
            or nomination for election was previously so approved or
            recommended; or
 
                  (iii) There is consummated a merger or consolidation of the
            Company or any Subsidiary with any other corporation, other than (A)
            a merger or consolidation which would result in the voting
            securities of the Company outstanding immediately prior to such
            merger or consolidation continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity or any parent thereof), in combination with the
            ownership of any trustee or other fiduciary holding securities under
            an employee benefit plan of the Company or any Subsidiary of the
            Company, more than fifty percent (50%) of the combined voting power
            of the securities of the Company or such surviving entity or any
            parent thereof outstanding immediately after such merger or
            consolidation, or (B) a merger or consolidation effected to
            implement a recapitalization of the Company (or similar transaction)
            in which no Person is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company representing thirty-five
            percent (35%) or more of the combined voting power of the Company's
            then outstanding securities; or
 
 
                                      A-1
<PAGE>
 
                  (iv) The stockholders of the Company approve a plan of
            complete liquidation or dissolution of the Company or there is
            consummated an agreement for the sale or disposition by the company
            of all or substantially all of the Company's assets, other than a
            sale or disposition by the Company of all or substantially all of
            the Company's assets to an entity, more than fifty percent (50%) of
            the combined voting power of the voting securities of which are
            owned by stockholders of the Company in substantially the same
            proportions as their ownership of the Company immediately prior to
            such sale.
 
            Notwithstanding the foregoing, with respect to an Award that is
      subject to Section 409A of the Code and the payment or settlement of the
      Award will accelerate upon a Change of Control, no event set forth herein
      will constitute a Change of Control for purposes of the Plan or any Award
      Document unless such event also constitutes a "change in ownership,"
      "change in effective control," or "change in the ownership of a
      substantial portion of the Company's assets" as defined under Section 409A
      of the Code.
 
            "Code" means the Internal Revenue Code of 1986, as amended, and the
      applicable rulings and regulations promulgated thereunder.
 
            "Committee" means the Compensation Committee of the Board, any
      successor committee thereto or any other committee appointed from time to
      time by the Board to administer the Plan, which committee shall meet the
      requirements of Section 162(m) of the Code, Section 16(b) of the Exchange
      Act and the applicable rules of the NYSE; provided, however, that, if any
      Committee member is found not to have met the qualification requirements
      of Section 162(m) of the Code and Section 16(b) of the Exchange Act, any
      actions taken or Awards granted by the Committee shall not be invalidated
      by such failure to so qualify.
 
            "Common Stock" means the common stock of the Company, par value
      $0.01 per share, or such other class of share or other securities as may
      be applicable under Section 13 of the Plan.
 
            "Company" means CIT Group Inc., a Delaware corporation, or any
      successor to all or substantially all of the Company's business that
      adopts the Plan.
 
            "EBITDA" means earnings before interest, taxes, depreciation and
      amortization.
 
            "Effective Date" means the date on which the Plan is adopted by the
      Board.
 
            "Eligible Individuals" means the individuals described in Section
      4(a) of the Plan who are eligible for Awards under the Plan.
 
            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.
 
            "Fair Market Value" means, with respect to a share of Common Stock,
      the fair market value thereof as of the relevant date of determination, as
      determined in accordance with the valuation methodology approved by the
      Committee. In the absence of any alternative valuation methodology
      approved by the Committee, the Fair Market Value of a share of Common
      Stock shall equal the closing selling price of a share of Common Stock on
      the trading day immediately preceding the date on which such valuation is
      made as reported on the composite tape for securities listed on the NYSE,
      or such national securities exchange as may be designated by the
      Committee, or, in the event that the Common Stock is not listed for
      trading on the NYSE or such other national securities exchange as may be
      designated by the Committee but is quoted on an automated system, in any
      such case on the valuation date (or, if there were no sales on the
      valuation date, the average of the highest and lowest quoted selling
      prices as reported on said composite tape or automated system for the most
      recent day during which a sale occurred).
 
            "Incentive Stock Option" means an Option that is intended to comply
      with the requirements of Section 422 of the Code or any successor
      provision thereto.
 
            "Non-Employee Director" means any member of the Board who is not an
      officer or employee of the Company or any Subsidiary.
 
            "Nonqualified Stock Option" means an Option that is not intended to
      comply with the requirements of Section 422 of the Code or any successor
      provision thereto.
 
            "NYSE" means the New York Stock Exchange.
 
            "Option" means an Incentive Stock Option or Nonqualified Stock
      Option granted pursuant to Section 7 of the Plan.
 
            "Other Award" means any form of Award other than an Option,
      Restricted Stock, Restricted Stock Unit or Stock Appreciation Right
      granted pursuant to Section 11 of the Plan.
 
 
                                      A-2
<PAGE>
 
            "Parent" means a corporation which owns or beneficially owns a
      majority of the outstanding voting stock or voting power of the Company.
      Notwithstanding the above, with respect to an Incentive Stock Option,
      Parent shall have the meaning set forth in Section 424(e) of the Code.
 
            "Participant" means an Eligible Individual who has been granted an
      Award under the Plan.
 
            "Performance Period" means the period established by the Committee
      and set forth in the applicable Award Document over which Performance
      Targets are measured.
 
            "Performance Stock" means a Target Number of Shares granted pursuant
      to Section 10(a) of the Plan.
 
            "Performance Target" means the performance measures established by
      the Committee, from among the performance criteria provided in Section
      6(g), and set forth in the applicable Award Document.
 
            "Performance Unit" means a right to receive a Target Number of
      Shares or cash in the future granted pursuant to Section 10(b) of the
      Plan.
 
            "Permitted Transferees" means (i) a Participant's family member,
      (ii) one or more trusts established in whole or in part for the benefit of
      one or more of such family members, (iii) one or more entities which are
      beneficially owned in whole or in part by one or more such family members,
      or (iv) a charitable or not-for-profit organization.
 
            "Person" means any person, entity or "group" within the meaning of
      Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such
      term shall not include (i) the Company or any of its Subsidiaries, (ii) a
      trustee or other fiduciary holding securities under an employee benefit
      plan of the Company or any of its Affiliates, (iii) an underwriter
      temporarily holding securities pursuant to an offering of such securities,
      (iv) a corporation owned, directly or indirectly, by the stockholders of
      the Company in substantially the same proportions as their ownership of
      stock of the Company, or (v) a person or group as used in Rule 13d-1(b)
      under the Exchange Act.
 
            "Plan" means this CIT Group Inc. Long-Term Incentive Plan, as
      amended or restated from time to time.
 
            "Plan Limit" means the maximum aggregate number of Shares that may
      be issued for all purposes under the Plan as set forth in Section 5(a) of
      the Plan.
 
            "Prior Plan" means the CIT Group Inc. Long-Term Equity Compensation
      Plan, as amended from time to time.
 
            "Restricted Stock" means one or more Shares granted or sold pursuant
      to Section 8(a) of the Plan.
 
            "Restricted Stock Unit" means a right to receive one or more Shares
      (or cash, if applicable) in the future granted pursuant to Section 8(b) of
      the Plan.
 
            "Shares" means shares of Common Stock, as may be adjusted pursuant
      to Section 13(b).
 
            "Stock Appreciation Right" means a right to receive all or some
      portion of the appreciation on Shares granted pursuant to Section 9 of the
      Plan.
 
            "Subsidiary" means (i) a corporation or other entity with respect to
      which the Company, directly or indirectly, has the power, whether through
      the ownership of voting securities, by contract or otherwise, to elect at
      least a majority of the members of such corporation's board of directors
      or analogous governing body, or (ii) any other corporation or other entity
      in which the Company, directly or indirectly, has an equity or similar
      interest and which the Committee designates as a Subsidiary for purposes
      of the Plan. For purposes of determining eligibility for the grant of
      Incentive Stock Options under the Plan, the term "Subsidiary" shall be
      defined in the manner required by Section 424(f) of the Code.
 
            "Substitute Award" means any Award granted upon assumption of, or in
      substitution or exchange for, outstanding employee equity awards
      previously granted by a company or other entity acquired by the Company or
      with which the Company combines pursuant to the terms of an equity
      compensation plan that was approved by the stockholders of such company or
      other entity.
 
            "Target Number" means the target number of Shares or cash value
      established by the Committee and set forth in the applicable Award
      Document.
 
      (b) Rules of Construction. The masculine pronoun shall be deemed to
include the feminine pronoun, and the singular form of a word shall be deemed to
include the plural form, unless the context requires otherwise. Unless the text
indicates otherwise, references to sections are to sections of the Plan.
 
 
                                      A-3
<PAGE>
 
3. Administration
 
      (a) Committee. The Plan shall be administered by the Committee, which
shall have full power and authority, subject to the express provisions hereof,
to:
 
            (i) select the Participants from the Eligible Individuals;
 
            (ii) grant Awards in accordance with the Plan;
 
            (iii) determine the number of Shares subject to each Award or the
      cash amount payable in connection with an Award;
 
            (iv) determine the terms and conditions of each Award, including,
      without limitation, those related to term, permissible methods of
      exercise, vesting, cancellation, payment, settlement, exercisability,
      Performance Periods, Performance Targets, and the effect, if any, of a
      Participant's termination of employment with the Company or any of its
      Subsidiaries or, subject to Section 6(d), a Change of Control of the
      Company;
 
            (v) subject to Sections 16 and 17(e) of the Plan, amend the terms
      and conditions of an Award after the granting thereof;
 
            (vi) specify and approve the provisions of the Award Documents
      delivered to Participants in connection with their Awards;
 
            (vii) construe and interpret any Award Document delivered under the
      Plan;
 
            (viii) make factual determinations in connection with the
      administration or interpretation of the Plan;
 
            (ix) adopt, prescribe, amend, waive and rescind administrative
      regulations, rules and procedures relating to the Plan;
 
            (x) employ such legal counsel, independent auditors and consultants
      as it deems desirable for the administration of the Plan and to rely upon
      any advice, opinion or computation received therefrom;
 
            (xi) vary the terms of Awards to take account of tax and securities
      law and other regulatory requirements or to procure favorable tax
      treatment for Participants;
 
            (xii) correct any defects, supply any omission or reconcile any
      inconsistency in any Award Document or the Plan; and
 
            (xiii) make all other determinations and take any other action
      desirable or necessary to interpret, construe or implement properly the
      provisions of the Plan or any Award Document.
 
      (b) Plan Construction and Interpretation. The Committee shall have full
power and authority, subject to the express provisions hereof, to construe and
interpret the Plan.
 
      (c) Determinations of Committee Final and Binding. All determinations by
the Committee in carrying out and administering the Plan and in construing and
interpreting the Plan shall be made in the Committee's sole discretion and shall
be final, binding and conclusive for all purposes and upon all persons
interested herein.
 
      (d) Delegation of Authority. To the extent not prohibited by applicable
laws, rules and regulations, the Committee may, from time to time, delegate some
or all of its authority under the Plan to a subcommittee or subcommittees
thereof or other persons or groups of persons as it deems necessary, appropriate
or advisable under such conditions or limitations as it may set at the time of
such delegation or thereafter; provided, however, that the Committee may not
delegate its authority (i) to make Awards to employees (A) who are subject on
the date of the Award to the reporting rules under Section 16(a) of the Exchange
Act, (B) whose compensation for such fiscal year may be subject to the limit on
deductible compensation pursuant to Section 162(m) of the Code or (C) who are
officers of the Company who are delegated authority by the Committee hereunder,
or (ii) pursuant to Section 16 of the Plan. For purposes of the Plan, reference
to the Committee shall be deemed to refer to any subcommittee, subcommittees, or
other persons or groups of persons to whom the Committee delegates authority
pursuant to this Section 3(d).
 
      (e) Liability of Committee. Subject to applicable laws, rules and
regulations: (i) no member of the Board or Committee (or its delegates) shall be
liable for any good faith action or determination made in connection with the
operation, administration or interpretation of the Plan and (ii) the members of
the Board or the Committee (and its delegates) shall be entitled to
indemnification and reimbursement in the manner provided in the Company's
Certificate of Incorporation as it may be amended from time to time. In the
performance of its responsibilities with respect to the Plan, the Committee
shall be entitled to rely upon information and/or advice furnished by the
Company's officers or employees, the Company's accountants, the Company's
counsel and any other party the Committee deems necessary, and no
 
 
                                      A-4
<PAGE>
 
member of the Committee shall be liable for any action taken or not taken in
reliance upon any such information and/or advice.
 
      (f) Action by the Board. Anything in the Plan to the contrary
notwithstanding, subject to applicable laws, rules and regulations, any
authority or responsibility that, under the terms of the Plan, may be exercised
by the Committee may alternatively be exercised by the Board.
 
4. Eligibility
 
      (a) Eligible Individuals. Awards may be granted to officers, employees,
directors, Non-Employee Directors, consultants, advisors and independent
contractors of the Company or any of its Subsidiaries or joint ventures,
partnerships or business organizations in which the Company or its Subsidiaries
have an equity interest; provided, however, that only employees of the Company
or a Parent or Subsidiary may be granted Incentive Stock Options. The Committee
shall have the authority to select the persons to whom Awards may be granted and
to determine the type, number and terms of Awards to be granted to each such
Participant. Under the Plan, references to "employment" or "employed" include
the engagement of Participants who are consultants, advisors and independent
contractors of the Company or its Subsidiaries and the service of Participants
who are Non-Employee Directors, except for purposes of determining eligibility
to be granted Incentive Stock Options.
 
      (b) Grants to Participants. The Committee shall have no obligation to
grant any Eligible Individual an Award or to designate an Eligible Individual as
a Participant solely by reason of such Eligible Individual having received a
prior Award or having been previously designated as a Participant. The Committee
may grant more than one Award to a Participant and may designate an Eligible
Individual as a Participant for overlapping periods of time.
 
5. Shares Subject to the Plan
 
      (a) Plan Limit. Subject to adjustment in accordance with Section 13 of the
Plan, the maximum aggregate number of Shares that may be issued for all purposes
under the Plan shall be seven million five hundred thousand (7,500,000) plus any
Shares that are available for issuance under the Prior Plan or that become
available for issuance upon cancellation or expiration of awards granted under
the Prior Plan without having been exercised or settled. Shares to be issued
under the Plan may be authorized and unissued shares, issued shares that have
been reacquired by the Company (in the open-market or in private transactions)
and that are being held in treasury, or a combination thereof. All of the Shares
subject to the Plan Limit may be issued pursuant to Incentive Stock Options.
 
      (b) Rules Applicable to Determining Shares Available for Issuance. The
number of Shares remaining available for issuance will be reduced by the number
of Shares subject to outstanding Awards and, for Awards that are not denominated
by Shares, by the number of Shares actually delivered upon settlement or payment
of the Award. For purposes of determining the number of Shares that remain
available for issuance under the Plan, (i) the number of Shares that are
tendered by a Participant or withheld by the Company to pay the exercise price
of an Award or to satisfy the Participant's tax withholding obligations in
connection with the exercise or settlement of an Award and (ii) all of the
Shares covered by a stock-settled Stock Appreciation Right to the extent
exercised, will not be added back to the Plan Limit. In addition, for purposes
of determining the number of Shares that remain available for issuance under the
Plan, the number of Shares corresponding to Awards under the Plan that are
forfeited or cancelled or otherwise expire for any reason without having been
exercised or settled or that is settled through issuance of consideration other
than Shares (including, without limitation, cash) shall be added back to the
Plan Limit and again be available for the grant of Awards; provided, however,
that this provision shall not be applicable with respect to (i) the cancellation
of a Stock Appreciation Right granted in tandem with an Option upon the exercise
of the Option or (ii) the cancellation of an Option granted in tandem with a
Stock Appreciation Right upon the exercise of the Stock Appreciation.
 
      (c) Special Limits. Anything to the contrary in Section 5(a) above
notwithstanding, but subject to adjustment under Section 13 of the Plan, the
following special limits shall apply to Shares available for Awards under the
Plan:
 
            (i) the maximum number of Shares that may be issued pursuant to
      awards of Restricted Stock, Restricted Stock Units, Performance Stock,
      Performance Units and Other Awards that are payable in Shares granted
      under the Plan shall equal four million five hundred thousand (4,500,000)
      Shares in the aggregate;
 
            (ii) the maximum number of Shares that may be issued pursuant to
      Options and Stock
 
 
                                      A-5
<PAGE>
 
      Appreciation Rights granted to any Eligible Individual in any calendar
      year shall equal three million (3,000,000) Shares; and
 
            (iii) the maximum amount of Awards (other than those Awards set
      forth in Section 5(c)(ii)) that may be awarded to any Eligible Individual
      in any calendar year is ten million dollars ($10,000,000) measured as of
      the date of grant (with respect to Awards denominated in cash) or
      four-hundred thousand (400,000) Shares measured as of the date of grant
      (with respect to Awards denominated in Shares).
 
      (d) Any Shares underlying Substitute Awards shall not be counted against
the number of Shares remaining for issuance and shall not be subject to Section
5(c).
 
6. Awards in General
 
      (a) Types of Awards. Awards under the Plan may consist of Options,
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance
Stock, Performance Units and Other Awards. Any Award described in Sections 7
through 11 of the Plan may be granted singly or in combination or tandem with
any other Award, as the Committee may determine. Awards under the Plan may be
made in combination with, in replacement of, or as alternatives to awards or
rights under any other compensation or benefit plan of the Company, including
the plan of any acquired entity.
 
      (b) Terms Set Forth in Award Document. The terms and conditions of each
Award shall be set forth in an Award Document in a form approved by the
Committee for such Award, which Award Document shall contain terms and
conditions not inconsistent with the Plan. Notwithstanding the foregoing, and
subject to applicable laws, the Committee may accelerate (i) the vesting or
payment of any Award, (ii) the lapse of restrictions on any Award or (iii) the
date on which any Award first becomes exercisable. The terms of Awards may vary
among Participants, and the Plan does not impose upon the Committee any
requirement to make Awards subject to uniform terms. Accordingly, the terms of
individual Award Documents may vary.
 
      (c) Termination of Employment. The Committee shall specify at or after the
time of grant of an Award the provisions governing the disposition of an Award
in the event of a Participant's termination of employment with the Company or
any of its Subsidiaries. Subject to applicable laws, rules and regulations, in
connection with a Participant's termination of employment, the Committee shall
have the discretion to accelerate the vesting, exercisability or settlement of,
eliminate the restrictions and conditions applicable to, or extend the
post-termination exercise period of an outstanding Award. Such provisions may be
specified in the applicable Award Document or determined at a subsequent time.
 
      (d) Change of Control. (i) The Committee shall have full authority to
determine the effect, if any, of a Change of Control of the Company or any
Subsidiary on the vesting, exercisability, settlement, payment or lapse of
restrictions applicable to an Award, which effect may be specified in the
applicable Award Document or determined at a subsequent time. Subject to
applicable laws, rules and regulations, the Board or the Committee shall, at any
time prior to, coincident with or after the effective time of a Change of
Control, take such actions as it may consider appropriate, including, without
limitation: (A) providing for the acceleration of any vesting conditions
relating to the exercise or settlement of an Award or that an Award shall
terminate or expire unless exercised or settled in full on or before a date
fixed by the Committee; (B) making such adjustments to the Awards then
outstanding as the Committee deems appropriate to reflect such Change of
Control; (C) causing the Awards then outstanding to be assumed, or new rights
substituted therefor, by the surviving corporation in such Change of Control; or
(D) permit or require Participants to surrender outstanding Options and Stock
Appreciation Rights in exchange for a cash payment equal to the difference
between the highest price paid for a Share in the Change of Control transaction
and the Exercise Price of the Award. In addition, except as otherwise specified
in an Award Document (or a Participant's written employment agreement with the
Company or any Subsidiary):
 
            (1) any and all Options and Stock Appreciation Rights outstanding as
      of the effective date of the Change of Control shall become immediately
      exercisable, and shall remain exercisable until the earlier of the
      expiration of their initial term or the second (2nd) anniversary of the
      Participant's termination of employment with the Company;
 
            (2) any restrictions imposed on Restricted Stock and Restricted
      Stock Units outstanding as of the effective date of the Change of Control
      shall lapse;
 
            (3) the Performance Targets with respect to all Performance Units,
      Performance Stock and other
 
 
                                      A-6
<PAGE>
 
      performance-based Awards granted pursuant to Sections 6(g) or 10
      outstanding as of the effective date of the Change of Control shall be
      deemed to have been attained at the specified target level of performance;
      and
 
            (4) the vesting of all Awards denominated in Shares outstanding as
      of the effective date of the Change in Control shall be accelerated.
 
      (ii) Subject to applicable laws, rules and regulations, the Committee may
provide, in an Award Document or subsequent to the grant of an Award for the
accelerated vesting, exercisability and/or the deemed attainment of a
Performance Target with respect to an Award upon specified events similar to a
Change of Control.
 
      (iii) Notwithstanding any other provision of the Plan or any Award
Document, the provisions of this Section 6(d) may not be terminated, amended, or
modified upon or after a Change of Control in a manner that would adversely
affect a Participant's rights with respect to an outstanding Award without the
prior written consent of the Participant. Subject to Section 16, the Board, upon
recommendation of the Committee, may terminate, amend or modify this Section
6(d) at any time and from time to time prior to a Change of Control.
 
      (e) Dividends and Dividend Equivalents. The Committee may provide
Participants with the right to receive dividends or payments equivalent to
dividends or interest with respect to an outstanding Award, which payments can
either be paid currently or deemed to have been reinvested in Shares, and can be
made in Shares, cash or a combination thereof, as the Committee shall determine;
provided, however, that the terms of any reinvestment of dividends must comply
with all applicable laws, rules and regulations, including, without limitation,
Section 409A of the Code. Notwithstanding the foregoing, no dividends or
dividend equivalents shall be paid with respect to Options or Stock Appreciation
Rights.
 
      (f) Rights of a Stockholder. A Participant shall have no rights as a
stockholder with respect to Shares covered by an Award (including voting rights)
until the date the Participant or his nominee becomes the holder of record of
such Shares. No adjustment shall be made for dividends or other rights for which
the record date is prior to such date, except as provided in Section 13.
 
      (g) Performance-Based Awards. (i) The Committee may determine whether any
Award under the Plan is intended to be "performance-based compensation" as that
term is used in Section 162(m) of the Code. Any such Awards designated to be
"performance-based compensation" shall be conditioned on the achievement of one
or more Performance Targets to the extent required by Section 162(m) of the Code
and will be subject to all other conditions and requirements of Section 162(m).
The Performance Targets will be comprised of specified levels of one or more of
the following performance criteria as the Committee deems appropriate: net
income; cash flow or cash flow on investment; pre-tax or post-tax profit levels
or earnings; operating earnings; return on investment; earned value added
expense reduction levels; free cash flow; free cash flow per share; earnings per
share; net earnings per share; return on assets; return on net assets; return on
equity; return on capital; return on sales; growth in managed assets; operating
margin; total stockholder return or stock price appreciation; EBITDA; adjusted
EBITDA; revenue; revenue before deferral, in each case determined in accordance
with generally accepted accounting principles (subject to modifications approved
by the Committee) consistently applied on a business unit, divisional,
subsidiary or consolidated basis or any combination thereof. The Performance
Targets may be described in terms of objectives that are related to the
individual Participant or objectives that are Company-wide or related to a
Subsidiary, division, department, region, function or business unit and may be
measured on an absolute or cumulative basis or on the basis of percentage of
improvement over time, and may be measured in terms of Company performance (or
performance of the applicable Subsidiary, division, department, region, function
or business unit) or measured relative to selected peer companies or a market
index. In addition, for Awards not intended to qualify as "performance-based
compensation" under Section 162(m) of the Code, the Committee may establish
Performance Targets based on other criteria as it deems appropriate.
 
      (ii) The Participants will be designated, and the applicable Performance
Targets will be established, by the Committee within ninety (90) days following
the commencement of the applicable Performance Period (or such earlier or later
date permitted or required by Section 162(m) of the Code). Each Participant will
be assigned a Target Number payable if Performance Targets are achieved. Any
payment of an Award granted with Performance Targets shall be conditioned on the
written certification of the Committee in each case that the Performance Targets
and any other material conditions were satisfied. The Committee may determine,
at the time of Award
 
 
                                      A-7
<PAGE>
 
grant, that if performance exceeds the specified Performance Targets, the Award
may be settled with payment greater than the Target Number, but in no event may
such payment exceed the limits set forth in Section 5(c). The Committee retains
the right to reduce any Award notwithstanding the attainment of the Performance
Targets.
 
      (h) Deferrals. In accordance with the procedures authorized by, and
subject to the approval of, the Committee, Participants may be given the
opportunity to defer the payment or settlement of an Award to one or more dates
selected by the Participant; provided, however, that the terms of any deferrals
must comply with all applicable laws, rules and regulations, including, without
limitation, Section 409A of the Code. No deferral opportunity shall exist with
respect to an Award unless explicitly permitted by the Committee on or after the
time of grant.
 
      (i) Repricing of Options and Stock Appreciation Rights. Notwithstanding
anything in the Plan to the contrary, an Option or Stock Appreciation Right
shall not be granted in substitution for a previously granted Option or Stock
Appreciation Right being canceled or surrendered as a condition of receiving a
new Award, if the new Award would have a lower exercise price than the Award it
replaces, nor shall the exercise price of an Option or Stock Appreciation Right
be reduced once the Option or Stock Appreciation Right is granted. The foregoing
shall not (i) prevent adjustments pursuant to Section 13 or (ii) apply to grants
of Substitute Awards.
 
7. Terms and Conditions of Options
 
      (a) General. The Committee, in its discretion, may grant Options to
Eligible Individuals and shall determine whether such Options shall be Incentive
Stock Options or Nonqualified Stock Options. Each Option shall be evidenced by
an Award Document that shall expressly identify the Option as an Incentive Stock
Option or Nonqualified Stock Option, and be in such form and contain such
provisions as the Committee shall from time to time deem appropriate.
 
      (b) Exercise Price. The exercise price of an Option shall be fixed by the
Committee at the time of grant or shall be determined by a method specified by
the Committee at the time of grant. In no event shall the exercise price of an
Option be less than one hundred percent (100%) of the Fair Market Value of a
Share on the date of grant; provided, however, that the exercise price of a
Substitute Award granted as an Option shall be determined in accordance with
Section 409A of the Code and may be less than one hundred percent (100%) of the
Fair Market Value.
 
      (c) Term. An Option shall be effective for such term as shall be
determined by the Committee and as set forth in the Award Document relating to
such Option, and the Committee may extend the term of an Option after the time
of grant; provided, however, that the term of an Option may in no event extend
beyond the seventh (7th) anniversary of the date of grant of such Option.
 
      (d) Exercise; Payment of Exercise Price. Options shall be exercised by
delivery of a notice of exercise in a form approved by the Company. Subject to
the provisions of the applicable Award Document, the exercise price of an Option
may be paid (i) in cash or cash equivalents, (ii) by actual delivery or
attestation to ownership of freely transferable Shares already owned by the
person exercising the Option, (iii) by a combination of cash and Shares equal in
value to the exercise price, (iv) through net share settlement or similar
procedure involving the withholding of Shares subject to the Option with a value
equal to the exercise price or (v) by such other means as the Committee may
authorize. In accordance with the rules and procedures authorized by the
Committee for this purpose, the Option may also be exercised through a "cashless
exercise" procedure authorized by the Committee from time to time that permits
Participants to exercise Options by delivering irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
necessary to pay the exercise price and the amount of any required tax or other
withholding obligations or such other procedures determined by the Company from
time to time.
 
      (e) Incentive Stock Options. The exercise price per Share of an Incentive
Stock Option shall be fixed by the Committee at the time of grant or shall be
determined by a method specified by the Committee at the time of grant, but in
no event shall the exercise price of an Incentive Stock Option be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of grant.
No Incentive Stock Option may be issued pursuant to the Plan to any individual
who, at the time the Incentive Stock Option is granted, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, unless (i) the exercise price
determined as of the date of grant is at least one hundred ten percent (110%) of
the Fair Market Value on the date of grant of the Shares subject to such
Incentive Stock Option and (ii) the Incentive Stock Option is not
 
 
                                      A-8
<PAGE>
 
exercisable more than five (5) years from the date of grant thereof. No
Participant shall be granted any Incentive Stock Option which would result in
such Participant receiving a grant of Incentive Stock Options that would have an
aggregate Fair Market Value in excess of one hundred thousand dollars
($100,000), determined as of the time of grant, that would be exercisable for
the first time by such Participant during any calendar year. No Incentive Stock
Option may be granted under the Plan after the tenth anniversary of the
Effective Date. The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section 422 of the Code, or
any successor provision thereto, as amended from time to time.
 
8. Terms and Conditions of Restricted Stock and Restricted Stock Units
 
      (a) Restricted Stock. The Committee, in its discretion, may grant or sell
Restricted Stock to Eligible Individuals. An Award of Restricted Stock shall
consist of one or more Shares granted or sold to an Eligible Individual, and
shall be subject to the terms, conditions and restrictions set forth in the Plan
and established by the Committee in connection with the Award and specified in
the applicable Award Document. Restricted Stock may, among other things, be
subject to restrictions on transferability, vesting requirements or other
specified circumstances under which it may be canceled.
 
      (b) Restricted Stock Units. The Committee, in its discretion, may grant
Restricted Stock Units to Eligible Individuals. A Restricted Stock Unit shall
entitle a Participant to receive, subject to the terms, conditions and
restrictions set forth in the Plan and the applicable Award Document, one or
more Shares. Restricted Stock Units may, among other things, be subject to
restrictions on transferability, vesting requirements or other specified
circumstances under which they may be canceled. If and when the cancellation
provisions lapse, the Restricted Stock Units shall become Shares owned by the
applicable Participant or, at the sole discretion of the Committee, cash, or a
combination of cash and Shares, with a value equal to the Fair Market Value of
the Shares at the time of payment.
 
9. Stock Appreciation Rights
 
      (a) General. The Committee, in its discretion, may grant Stock
Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall
entitle a Participant to receive, upon satisfaction of the conditions to payment
specified in the applicable Award Document, an amount equal to the excess, if
any, of the Fair Market Value on the exercise date of the number of Shares for
which the Stock Appreciation Right is exercised over the grant price for such
Stock Appreciation Right specified in the applicable Award Document. The grant
price per share of Shares covered by a Stock Appreciation Right shall be fixed
by the Committee at the time of grant or, alternatively, shall be determined by
a method specified by the Committee at the time of grant, but in no event shall
the grant price of a Stock Appreciation Right be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant; provided,
however, that the grant price of a Substitute Award granted as a Stock
Appreciation Rights shall be in accordance with Section 409A of the Code and may
be less than one hundred percent (100%) of the Fair Market Value. Payments to a
Participant upon exercise of a Stock Appreciation Right may be made in cash or
Shares, having an aggregate Fair Market Value as of the date of exercise equal
to the excess, if any, of the Fair Market Value on the exercise date of the
number of Shares for which the Stock Appreciation Right is exercised over the
grant price for such Stock Appreciation Right. The term of a Stock Appreciation
Right settled in Shares shall not exceed seven (7) years.
 
      (b) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation
Right granted in tandem with an Option may be granted either at the same time as
such Option or subsequent thereto. If granted in tandem with an Option, a Stock
Appreciation Right shall cover the same number of Shares as covered by the
Option (or such lesser number of shares as the Committee may determine) and
shall be exercisable only at such time or times and to the extent the related
Option shall be exercisable, and shall have the same term as the related Option.
The grant price of a Stock Appreciation Right granted in tandem with an Option
shall equal the per-share exercise price of the Option to which it relates. Upon
exercise of a Stock Appreciation Right granted in tandem with an Option, the
related Option shall be canceled automatically to the extent of the number of
Shares covered by such exercise; conversely, if the related Option is exercised
as to some or all of the shares covered by the tandem grant, the tandem Stock
Appreciation Right shall be canceled automatically to the extent of the number
of Shares covered by the Option exercise.
 
 
                                      A-9
<PAGE>
 
10. Terms and Conditions of Performance Stock and Performance Units
 
      (a) Performance Stock. The Committee may grant Performance Stock to
Eligible Individuals. An Award of Performance Stock shall consist of a Target
Number of Shares granted to an Eligible Individual based on the achievement of
Performance Targets over the applicable Performance Period, and shall be subject
to the terms, conditions and restrictions set forth in the Plan and established
by the Committee in connection with the Award and specified in the applicable
Award Document.
 
      (b) Performance Units. The Committee, in its discretion, may grant
Performance Units to Eligible Individuals. A Performance Unit shall entitle a
Participant to receive, subject to the terms, conditions and restrictions set
forth in the Plan and established by the Committee in connection with the Award
and specified in the applicable Award Document, a Target Number of Shares or
cash based upon the achievement of Performance Targets over the applicable
Performance Period. At the sole discretion of the Committee, Performance Units
shall be settled through the delivery of Shares or cash, or a combination of
cash and Shares, with a value equal to the Fair Market Value of the underlying
Shares as of the last day of the applicable Performance Period.
 
11. Other Awards
 
      The Committee shall have the authority to specify the terms and provisions
of other forms of equity-based or equity-related Awards not described above that
the Committee determines to be consistent with the purpose of the Plan and the
interests of the Company, which Awards may provide for cash payments based in
whole or in part on the value or future value of Shares, for the acquisition or
future acquisition of Shares, or any combination thereof.
 
12. Certain Restrictions
 
      (a) Transfers. No Award shall be transferable other than pursuant to a
beneficiary designation under Section 12(c), by last will and testament or by
the laws of descent and distribution or, except in the case of an Incentive
Stock Option, pursuant to a domestic relations order, as the case may be;
provided, however, that the Committee may, subject to applicable laws, rules and
regulations and such terms and conditions as it shall specify, permit the
transfer of an Award, other than an Incentive Stock Option, for no consideration
to a Permitted Transferee. Any Award transferred to a Permitted Transferee shall
be further transferable only by last will and testament or the laws of descent
and distribution or, for no consideration, to another Permitted Transferee of
the Participant.
 
      (b) Award Exercisable Only by Participant. During the lifetime of a
Participant, an Award shall be exercisable only by the Participant or by a
Permitted Transferee to whom such Award has been transferred in accordance with
Section 12(a) above. The grant of an Award shall impose no obligation on a
Participant to exercise or settle the Award.
 
      (c) Beneficiary Designation. The beneficiary or beneficiaries of the
Participant to whom any benefit under the Plan is to be paid in case of his
death before he receives any or all of such benefit shall be determined under
the Company's Group Life Insurance Plan. A Participant may, from time to time,
name any beneficiary or beneficiaries to receive any benefit in case of his
death before he receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, including the beneficiary
designated under the Company's Group Life Insurance Plan, and will be effective
only when filed by the Participant in writing (in such form or manner as may be
prescribed by the Committee) with the Company during the Participant's lifetime.
In the absence of a valid designation under the Company's Group Life Insurance
Plan or otherwise, if no validly designated beneficiary survives the Participant
or if each surviving validly designated beneficiary is legally impaired or
prohibited from receiving the benefits under an Award, the Participant's
beneficiary shall be the Participant's estate.
 
13. Recapitalization or Reorganization
 
      (a) Authority of the Company and Stockholders. The existence of the Plan,
the Award Documents and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Company or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Shares or the rights thereof
or which are convertible into or exchangeable for Shares, or the dissolution or
liquidation of the Company, or any sale or transfer of
 
 
                                      A-10
<PAGE>
 
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
 
      (b) Change in Capitalization. Notwithstanding any provision of the Plan or
any Award Document, the number and kind of Shares authorized for issuance under
Section 5 of the Plan, including the maximum number of Shares available under
the special limits provided for in Section 5(c), may be equitably adjusted in
the sole discretion of the Committee in the event of a stock split, reverse
stock spit, stock dividend, recapitalization, reorganization, partial or
complete liquidation, reclassification, merger, consolidation, separation,
extraordinary cash dividend, split-up, spin-off, combination, exchange of
Shares, warrants or rights offering to purchase Shares at a price substantially
below Fair Market Value, or any other corporate event or distribution of stock
or property of the Company affecting the Shares in order to preserve, but not
increase, the benefits or potential benefits intended to be made available under
the Plan. In addition, upon the occurrence of any of the foregoing events, the
number and kind of Shares subject to any outstanding Award and the exercise
price per Share (or the grant price per Share, as the case may be), if any,
under any outstanding Award may be equitably adjusted (including by payment of
cash to a Participant) in the sole discretion of the Committee in order to
preserve the benefits or potential benefits intended to be made available to
Participants. Such adjustments shall be made by the Committee. Unless otherwise
determined by the Committee, such adjusted Awards shall be subject to the same
restrictions and vesting or settlement schedule to which the underlying Award is
subject.
 
14. Term of the Plan
 
      Unless earlier terminated pursuant to Section 16, the Plan shall terminate
on the tenth (10th) anniversary of the Effective Date, except with respect to
Awards then outstanding. No Awards may be granted under the Plan after the tenth
(10th) anniversary of the Effective Date.
 
15. Effective Date
 
      The Plan shall become effective on the Effective Date, subject to approval
by the stockholders of the Company.
 
16. Amendment and Termination
 
      Subject to applicable laws, rules and regulations, the Board may at any
time terminate or, from time to time, amend, modify or suspend the Plan;
provided, however, that no termination, amendment, modification or suspension
(i) will be effective without the approval of the stockholders of the Company if
such approval is required under applicable laws, rules and regulations,
including the rules of NYSE and (ii) shall materially and adversely alter or
impair the rights of a Participant in any Award previously made under the Plan
without the consent of the holder thereof. Notwithstanding the foregoing, the
Board shall have broad authority to amend the Plan or any Award under the Plan
without the consent of a Participant to the extent it deems necessary or
desirable (a) to comply with, take into account changes in, or interpretations
of, applicable tax laws, securities laws, employment laws, accounting rules and
other applicable laws, rules and regulations, (b) to take into account unusual
or nonrecurring events or market conditions (including, without limitation, the
events described in Section 13(b)), or (c) to take into account significant
acquisitions or dispositions of assets or other property by the Company.
 
17. Miscellaneous
 
      (a) Tax Withholding. The Company or a Subsidiary, as appropriate, may
require any individual entitled to receive a payment of an Award to remit to the
Company, prior to payment, an amount sufficient to satisfy any applicable tax
withholding requirements. In the case of an Award payable in Shares, the Company
or a Subsidiary, as appropriate, may permit or require a Participant to satisfy,
in whole or in part, such obligation to remit taxes by directing the Company to
withhold shares that would otherwise be received by such individual or to
repurchase shares that were issued to the Participant to satisfy the minimum
statutory withholding rates for any applicable tax withholding purposes, in
accordance with all applicable laws and pursuant to such rules as the Committee
may establish from time to time. The Company or a Subsidiary, as appropriate,
shall also have the right to deduct from all cash payments made to a Participant
(whether or not such payment is made in connection with an Award) any applicable
taxes required to be withheld with respect to such payments.
 
      (b) No Right to Awards or Employment. No person shall have any claim or
right to receive Awards under the Plan. Neither the Plan, the grant of Awards
under the Plan nor any action taken or omitted to be taken under the Plan shall
be deemed to create or confer on any Eligible Individual any right to be
retained in the employ of the Company or
 
 
                                      A-11
<PAGE>
 
any Subsidiary or other affiliate thereof, or to interfere with or to limit in
any way the right of the Company or any Subsidiary or other affiliate thereof to
terminate the employment of such Eligible Individual at any time. No Award shall
constitute salary, recurrent compensation or contractual compensation for the
year of grant, any later year or any other period of time. Payments received by
a Participant under any Award made pursuant to the Plan shall not be included
in, nor have any effect on, the determination of employment-related rights or
benefits under any other employee benefit plan or similar arrangement provided
by the Company and the Subsidiaries, unless otherwise specifically provided for
under the terms of such plan or arrangement or by the Committee.
 
      (c) Securities Law Restrictions. An Award may not be exercised or settled,
and no Shares may be issued in connection with an Award, unless the issuance of
such shares (i) has been registered under the Securities Act of 1933, as
amended, (ii) has qualified under applicable state "blue sky" laws (or the
Company has determined that an exemption from registration and from
qualification under such state "blue sky" laws is available) and (iii) complies
with all applicable foreign securities laws. The Committee may require each
Participant purchasing or acquiring Shares pursuant to an Award under the Plan
to represent to and agree with the Company in writing that such Eligible
Individual is acquiring the Shares for investment purposes and not with a view
to the distribution thereof. All certificates for Shares delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any exchange upon which
the Shares are then listed, and any applicable securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
 
      (d) Section 162(m) of the Code. The Plan is intended to comply in all
respects with Section 162(m) of the Code; provided, however, that in the event
the Committee determines that compliance with Section 162(m) of the Code is not
desired with respect to a particular Award, compliance with Section 162(m) of
the Code will not be required. In addition, if any provision of this Plan would
cause Awards that are intended to constitute "qualified performance-based
compensation" under Section 162(m) of the Code, to fail to so qualify, that
provision shall be severed from, and shall be deemed not to be a part of, the
Plan, but the other provisions hereof shall remain in full force and effect.
 
      (e) Section 409A of the Code. Notwithstanding any contrary provision in
the Plan or an Award Document, if any provision of the Plan or an Award Document
contravenes any regulations or guidance promulgated under Section 409A of the
Code or would cause an Award to be subject to additional taxes, accelerated
taxation, interest and/or penalties under Section 409A of the Code, such
provision of the Plan or Award Document may be modified by the Committee without
consent of the Participant in any manner the Committee deems reasonable or
necessary. In making such modifications the Committee shall attempt, but shall
not be obligated, to maintain, to the maximum extent practicable, the original
intent of the applicable provision without contravening the provisions of
Section 409A of the Code. Moreover, any discretionary authority that the
Committee may have pursuant to the Plan shall not be applicable to an Award that
is subject to Section 409A of the Code to the extent such discretionary
authority would contravene Section 409A of the Code or the guidance promulgated
thereunder.
 
      (f) Awards to Individuals Subject to Laws of a Jurisdiction Outside of the
United States. To the extent that Awards under the Plan are awarded to Eligible
Individuals who are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but who are subject
to the tax laws of a jurisdiction outside of the United States, the Committee
may adjust the terms of the Awards granted hereunder to such person (i) to
comply with the laws, rules and regulations of such jurisdiction and (ii) to
permit the grant of the Award not to be a taxable event to the Participant. The
authority granted under the previous sentence shall include the discretion for
the Committee to adopt, on behalf of the Company, one or more sub-plans
applicable to separate classes of Eligible Individuals who are subject to the
laws of jurisdictions outside of the United States.
 
      (g) Satisfaction of Obligations. Subject to applicable law, the Company
may apply any cash, Shares, securities or other consideration received upon
exercise or settlement of an Award to any obligations a Participant owes to the
Company and the Subsidiaries in connection with the Plan or otherwise,
including, without limitation, any tax obligations or obligations under a
currency facility established in connection with the Plan.
 
 
                                      A-12
<PAGE>
 
      (h) No Limitation on Corporate Actions. Nothing contained in the Plan
shall be construed to prevent the Company or any Subsidiary from taking any
corporate action, whether or not such action would have an adverse effect on any
Awards made under the Plan. No Participant, beneficiary or other person shall
have any claim against the Company or any Subsidiary as a result of any such
action.
 
      (i) Unfunded Plan. The Plan is intended to constitute an unfunded plan for
incentive compensation. Prior to the issuance of Shares, cash or other form of
payment in connection with an Award, nothing contained herein shall give any
Participant any rights that are greater than those of a general unsecured
creditor of the Company. The Committee may, but is not obligated, to authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Shares with respect to awards hereunder.
 
      (j) Successors. All obligations of the Company under the Plan with respect
to Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.
 
      (k) Application of Funds. The proceeds received by the Company from the
sale of Shares pursuant to Awards will be used for general corporate purposes.
 
      (l) Award Document. In the event of any conflict or inconsistency between
the Plan and any Award Document, the Plan shall govern and the Award Document
shall be interpreted to minimize or eliminate any such conflict or
inconsistency.
 
      (m) Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.
 
      (n) Severability. If any provision of this Plan is held unenforceable, the
remainder of the Plan shall continue in full force and effect without regard to
such unenforceable provision and shall be applied as though the unenforceable
provision were not contained in the Plan.
 
      (o) Expenses. The costs and expenses of administering the Plan shall be
borne by the Company.
 
      (p) Arbitration. Any dispute, controversy or claim arising out of or
relating to the Plan that cannot be resolved by the Participant on the one hand,
and the Company on the other, shall be submitted to arbitration in the State of
New Jersey under the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association; provided, however, that any such
submission by the Participant must be made within one (1) year of the date of
the events giving rise to such dispute, controversy or claim. The determination
of the arbitrator shall be conclusive and binding on the Company and the
Participant, and judgment may be entered on the arbitrator's award in any court
having jurisdiction. The expenses of such arbitration shall be borne by the
Company; provided, however, that each party shall bear its own legal expenses
unless the Participant is the prevailing party, in which case the Company shall
promptly pay or reimburse the Participant for the reasonable legal fees and
expenses incurred by the Participant in connection with such contest or dispute
(excluding any fees payable pursuant to a contingency fee arrangement).
 
      (q) Governing Law. Except as to matters of federal law, the Plan and all
actions taken thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware.
 
 
                                      A-13
<PAGE>