1991 Stock Plan - Raytheon Co.


                                Raytheon Company
                                1991 Stock Plan
                          as Amended October 26, 1994

Section 1. Establishment and Purpose

     The Raytheon Company 1991 Stock Plan (the '1991 Plan'), for eligible
employees is established effective March 27, 1991, subject to stockholder
approval at the Corporation's 1991 Annual Meeting. The purpose of the Plan is to
attract and retain the best available talent and encourage the highest level of
performance by employees in order to enhance the profitable growth of the
Corporation and otherwise to serve the best interests of the Corporation and its
shareholders. By affording eligible employees the opportunity to acquire
proprietary interests in the Corporation and by providing them incentives to put
forth maximum efforts for the success of the Corporation's business, the 1991
Plan is expected to contribute to the attainment of those objectives. The
maximum number of shares of common stock as to which awards may be granted from
time to time under the 1991 Plan shall be 2,000,000. If for any reason, any
shares as to which an option has been granted cease to be subject to purchase
thereunder or any restricted shares or restricted units are forfeited to the
Corporation, or to the extent that any awards under the 1991 Plan denominated in
shares or units are paid or settled in cash or are surrendered upon the exercise
of an option, then (unless the 1991 Plan shall have been terminated) such shares
or units and any shares received by the Corporation upon the exercise of an
option, shall become available for subsequent awards under the 1991 Plan (to the
same employee who received the original award or to a different employee or
employees); provided, however, that shares received by the Corporation upon the
exercise of an incentive stock option shall not be available for the subsequent
award of additional incentive stock options under the 1991 Plan. Any shares
issued by the Corporation in respect of the assumption or substitution of
outstanding awards from a corporation or other business entity acquired by the
Corporation shall not reduce the number of shares available for awards under the
1991 Plan. No incentive stock option shall be granted hereunder more than ten
years after March 26, 1991. The Stock which may be issued under the 1991 Plan
may be authorized but unissued Stock or stock now or hereafter held by the
Corporation as Treasury Stock; such Stock may be acquired, subsequently or in
anticipation of the transaction, in the open market to satisfy the requirements
of the 1991 Plan.

Section 2. Definitions

     The following terms, as used herein, shall have the meaning specified:

'Board of Directors' means the Board of Directors of Raytheon Company
as it may be comprised from time to time.

'Code' shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time. Reference in the 1991 Plan to any section of the Code
shall be deemed to include any amendments or successor provision to such section
and any regulations under such section.

                                       2

'Committee' shall mean the Compensation Committee of the Board of
Directors appointed to administer the Plan in accordance with Section 3.

'Corporation' means Raytheon Company including its affiliates and subsidiaries.

'Eligible Employees' Awards will be limited to officers and other
employees who are regular full-time employees of the Corporation. In determining
the employees to whom awards shall be granted and the number of shares or units
to be covered by each award, the Committee shall take into account the nature of
employees' duties, their present and potential contributions to the success of
the Corporation and such other factors as it shall deem relevant in connection
with accomplishing the purposes of the 1991 Plan. A director of the Corporation
or of a subsidiary who is not also a regular full-time employee will not be
eligible to receive an award.

'Option' shall mean any option granted under the 1991 Plan for the
purchase of common stock.

'Participant' means any eligible employee who is approved by the Committee to 
participate in the 1991 Plan.

'Restricted Award' shall mean a Restricted Unit Award or a Restricted 
Stock Award.

'Restricted Period' means the designated period of time during which
restrictions are in effect with respect to the Restricted Stock or Restricted
Units.

'Restricted Stock' means Stock contingently awarded to a Participant
under the 1991 Plan subject to the restrictions set forth in Sections 4 and 5.

'Restricted Stock Award' shall mean an award of common stock granted
under the restricted award provisions of the 1991 Plan.

'Restricted Units' are units to acquire shares of common stock (or in
the sole discretion of the Committee, cash as provided in Section 5.4) which are
restricted as provided in Section 5.

'Stock' means shares of common stock of Raytheon Company.

Section 3. Administration of the Plan

     The 1991 Plan shall be administered by the Compensation Committee of
the Board of Directors of Raytheon Company. No member of this Committee shall be
a Participant in this Plan. If any member of the Committee shall at any time not
be a 'disinterested person' or shall otherwise not qualify to administer the
1991 Plan as contemplated by Rule 16b-3, as amended, or other applicable rules
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), the 1991 Plan shall be administered by only those members of
the Committee who qualify as such disinterested persons or otherwise are so
qualified to administer the 1991 Plan in compliance with such rules.

                                       3

     The Committee shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the 1991 Plan, to grant
options, to determine the purchase price of the common stock covered by each
option, the term of each option, the employees to whom, and the time or times at
which, options shall be granted and the number of shares to be covered by each
option; to designate options as incentive stock options or nonqualified options;
to grant restricted shares and restricted units and to determine the term of the
restricted period and other conditions applicable to such shares or units, the
employees to whom, and the time or times at which, restricted shares or
restricted units shall be granted and the number of shares or units to be
covered by each grant; to interpret the 1991 Plan; to prescribe, amend and
rescind rules and regulations relating to the 1991 Plan; to determine the terms
and provisions of the option agreements and the restricted share and restricted
unit agreements (which need not be identical) entered into in connection with
awards under the 1991 Plan; and to make all other determinations deemed
necessary or advisable for the administration of the 1991 Plan. The Committee
may delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the 1991 Plan.

     The Committee may employ attorneys, consultants, accountants or other
persons and the Committee, the Corporation and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all employees who have
received awards, the Corporation and all other interested persons. No member or
agent of the Committee shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the 1991 Plan or awards
made thereunder, and all members and agents of the Committee shall be fully
protected by the Corporation in respect of any such action, determination or
interpretation.

Section 4. Award and Delivery of Restricted Stock or Restricted Units

     4.1 At the time a Restricted Stock Award or Restricted Unit Award is
made, the Restricted Period applicable to such Restricted Stock Award or
Restricted Unit Award shall be established and shall not be less than one year
nor more than ten years. Each Restricted Award may have a different Restricted
Period. At the time a Restricted Award is made, conditions may be specified for
the incremental lapse of restrictions during the Restricted Period and for the
termination of restrictions upon the satisfaction of other conditions in
addition to or other than the expiration of the Restricted Period, including but
not limited to provisions related to a change of control, with respect to all or
any portion of the Restricted Stock or Restricted Units.

                                       4

     4.2 All restrictions shall terminate with respect to all Restricted
Stock or Restricted Units upon the Participant's (i) death; or (ii) total
disability as evidenced by commencement and continuation for more than one year
of benefits under the Corporation's Long Term Disability Plan (or if not a
member of the Long Term Disability Plan the Participant would have been eligible
for benefits using Long Term Disability Plan standards); or (iii) retirement at
age 65 or later unless otherwise specified in the Restricted Award.

     4.3 Each Restricted Award shall be evidenced by a written agreement
signed by the Participant and the Chief Executive Officer, or, in the case of a
Restricted Award to the Chief Executive Officer, by the Participant and by a
member of the Committee (the 'award letter') which shall state the Restricted
Period and such other terms and conditions which may be applicable, including
payment by the Participant of the par value of the Restricted Stock upon
execution of the award letter (the 'Purchase Price') if such payment is required
by state law.

Section 5. Restrictions

     5.1 A stock certificate representing the number of shares of Restricted
Stock granted to a Participant shall be registered in the Participant's name but
shall be held in custody by the Corporation for the Participant's account. The
Participant shall generally have the rights and privileges of a stockholder as
to such Restricted Stock including the right to vote such Restricted Stock,
except that the following restrictions shall apply: (i) the Participant shall
not be entitled to delivery of the certificate until the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions specified in the award letter; (ii) none of the Restricted Stock may
be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period and until the satisfaction of any other conditions
specified in the award letter; and (iii) except as set forth in Section 4 or as
set forth in the award letter executed pursuant to Section 4, all of the
Restricted Stock shall be forfeited and all rights of the Participant to such
Restricted Stock including any stock dividends on such Restricted Stock shall
terminate without further obligation on the part of the Corporation unless the
Participant has remained a regular full-time employee of the Corporation until
the expiration or termination of the Restricted Period and the satisfaction of
any other conditions specified in the award letter applicable to such Restricted
Stock.

     The Participant shall have the same rights and privileges, and be
subject to the same restrictions, with respect to any Stock received pursuant to
Section 8.

     5.2 At the discretion of the Corporation, cash dividends with respect
to the Restricted Stock may be either currently paid or withheld by the
Corporation for the Participant's account, and interest shall be paid on the
amount of cash dividends withheld at a rate and subject to such terms as
determined by the Corporation. Cash dividends so withheld shall not be subject
to forfeiture. Stock dividends with respect to the Restricted Stock (if the
distribution of such does not generate federal income tax liability to the
Participant) shall be held in the Participant's account and shall be subject to
forfeiture. Stock dividends which are taxable to the Participant may, in the
discretion of the Committee, be distributed to the Participant. Upon the
forfeiture of any Restricted Stock, such forfeited Stock and any stock dividends
on such forfeited Stock held for Participant's account shall be transferred to
the Corporation without further action by the Participant and any amounts paid
by the Participant upon the issuance of the Restricted Stock shall be returned
to the Participant with interest.

                                       5

     5.3 Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in Section 4 or in the award letter applicable to
such Restricted Stock, the restrictions applicable to the Restricted Stock shall
terminate and a stock certificate for the number of shares with respect to which
the restrictions have terminated shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the Participant or the
Participant's beneficiary or estate, as the case may be. The Corporation shall
not be required to deliver any fractional share of common stock but will pay, in
lieu thereof, the fair market value (determined as of the date the restrictions
terminate) of such fractional share to the Participant or the Participant's
beneficiary or estate, as the case may be. No payment will be required from the
Participant upon the delivery of any Restricted Stock, except any payment of par
value which may be required by state law and except that any amount necessary to
satisfy applicable federal, state or local tax requirements shall be satisfied
by withholding an equivalent amount of Stock (valued at fair market value on the
date the restrictions terminate) or paid promptly by the Participant upon
notification of the amount due and prior to or concurrently with the delivery of
a certificate representing such Stock.

     5.4 In the case of an award of Restricted Units, no shares of common
stock shall be issued at the time the award is made, and the Corporation shall
not be required to set aside a fund for the payment of any such award.

     Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in Section 4, the Corporation shall deliver to the
employee or the employee's beneficiary or estate, as the case may be, one share
of common stock for each Restricted Unit with respect to which the restrictions
have lapsed ('vested unit') and cash equal to any dividend equivalents credited
with respect to each such vested unit and the interest thereon; provided,
however, that the Committee may, in its sole discretion, elect to pay cash or
part cash and part common stock in lieu of delivering only common stock for the
vested units. If a cash payment is made in lieu of delivering common stock, the
amount of such cash payment shall be equal to the mean between the highest and
lowest sales prices of the common stock as reported in the New York Stock
Exchange Composite Tape for the date on which the Restricted Period lapsed with
respect to such vested unit, or if there are no sales on such date, on the next
preceding day on which there were sales. Upon the occurrence of change in
control (as defined in Section 11 (b), all outstanding vested units (including
Restricted Units whose restrictions have lapsed as a result of the occurrence of
such change in control) and credited dividend equivalents shall be payable as
soon as practicable but in no event later than ninety days after such change in
control in cash, in shares of common stock, or part in cash and part in common
stock, as the Committee, in its sole discretion, shall determine. To the extent
that an employee receives cash in payment for his or her vested units, such
employee shall receive an amount equal to the fair market value of the shares of
common stock he or she would have received had he or she been delivered common
stock.

                                       6

     Section 6. Termination of Employment

     Unless otherwise determined by the Compensation Committee, or otherwise
provided in the award letter, if a Participant to whom Restricted Stock has been
granted ceases to be an employee of the Corporation prior to the end of the
Restricted Period and the satisfaction of any other conditions specified in the
award letter, for any reason other than the reasons specified in Section 4, the
Participant shall immediately forfeit all Restricted Stock and stock dividends
thereon. Nothing in the 1991 Plan or in any Restricted Award or option granted
pursuant to the 1991 Plan shall confer upon any employee any right to continue
in the employ of the Corporation or interfere in any way with the right of the
Corporation to terminate such employment at any time.

     Section 7. Options

     Each employee to whom an Option is granted under the 1991 Plan shall,
as consideration therefor, remain in continuous employ of the Corporation for
twelve months from the date of the granting of such Option before the employee
can exercise any part thereof, and said options shall, subject to the
limitations on incentive stock options set forth below, be exercisable in full
at the expiration of twelve months from the date of grant. Notwithstanding the
foregoing, in the case of Options granted under the 1991 Plan in substitution of
outstanding options or awards granted by a corporation or other business entity
acquired by the Corporation (a 'Substitute Option'), the date of granting of
such Substitute Option shall be deemed to be the date of the original grant of
the option being substituted (a 'Substituted Option') by the corporation or
other business entity acquired by the Corporation and an employee's service in
the continuous employ of such acquired corporation or business entity since the
grant of the Substituted Option shall be included for purposes of determining
the length of said employee's service in the continuous employ of the
Corporation. When an employee to whom an Option has been granted takes an
authorized leave of absence (which does not constitute a cessation of employment
pursuant hereto), the period of time elapsed during such leave of absence, shall
be included in computing the dates upon which any part of the Option becomes
exercisable, except to the extent that the Committee in its discretion otherwise
determines. The Committee may, in its sole discretion, cancel in whole or in
part, the unexercised portion of any Option at any time that it determines that
the optionee is not performing satisfactorily the duties to which he or she was
assigned on the effective date of the grant of the Option to him or her, or
duties of at least equal responsibility.

     Except as otherwise provided below, no option shall be exercised unless
at the time of such exercise the holder of the Option is in the employment of
the Corporation. Employees who are on authorized leave of absence or who are on
salary continuance or vacation subsequent to the last day worked as defined
herein are not 'in the employment of the Corporation or one of its subsidiaries'
for purposes of this Section. Employees who retire while on vacation, leave of
absence or salary continuance, shall be deemed to have retired at the close of
business on the last day worked.

                                       7

     Each incentive option granted hereunder shall by its terms provide: (a)
that such Option shall not be exercised after expiration of ten years from the
effective date of granting such Option and (b) that the aggregate fair market
value (determined at the time the option is granted) of the stock with respect
to which incentive stock options are exercisable for the first time by any
individual employee during any calendar year (under all incentive stock option
plans of Raytheon Company and its subsidiary corporations) shall not exceed
$100,000. No incentive stock option shall be granted if the exercise thereof
would cause the optionee to become the holder of ten percent or more of the
Corporation's common stock. Incentive options may contain such additional
provisions as may be required in order to be 'incentive stock options' under
the Code.

     Nonqualified options shall not be exercisable after expiration of
eleven years from the effective date of grant. Subject to the foregoing, an
Option granted under the Plan shall be exercisable in whole or at any time at
the expiration of one year from the date of grant or in part from time to time
thereafter but in no case may an option be exercised for a fraction of a share.

     Each option granted under this Plan shall by its terms provide that it
is not assignable or transferable otherwise than by will or the laws of descent
and distribution and an option may be exercised during the lifetime of the
holder thereof only by him or her. The holder of an Option or his or her legal
representatives, legatees, or distributees, as the case may be, shall have none
of the rights of a stockholder with respect to any shares subject to such Option
until such shares have been issued to him or her under the terms of this Plan.

     7.1 Procedure for Exercise

     (a) An Option may be exercised only by submitting to the Office of the
Vice President - Human Resources a completed copy of an exercise form preceded
(except as otherwise provided by paragraph (b) of this Section 7.1) by wire
transfer of immediately available funds or accompanied (except as otherwise
provided by paragraph (b) of this Section 7.1) by a certified or cashier's check
payable to the order of the Company or shares of the Corporation's common stock
held by the Participant for at least six months with a current fair market value
equal to the full amount of the total price of the shares for which the Option
is to be exercised. The Option will be deemed to have been exercised only when
the completed form with such payment has been received by the Office of the Vice
President - Human Resources. A request for exercise which is received by the
Office of the Vice President - Human Resources after the expiration of such
Option or after the expiration of the time within exercise which is permitted
pursuant to the Plan, whichever is earlier, shall not be a valid exercise.
Certificates for shares tendered must be endorsed or accompanied by signed stock
powers with the signature guaranteed by a U.S. commercial bank or trust company
or by a brokerage firm having membership on the New York Stock Exchange. Shares
tendered in payment will be valued at the average of the high and low trade
prices for the day preceding the date of exercise as published in The Wall
Street Journal. Any deficiency in the option exercise price shall be paid by
certified or cashier's check.

                                       8

     (b) In lieu of payment by wire transfer, certified or cashier's check
or other shares of the Corporation's common stock held by the Participant for at
least six months as described in paragraph (a) of this Section 7, an Optionee
may, unless prohibited by applicable law, elect to effect payment by including
with the written notice referred to in paragraph (a) of this Section 7
irrevocable instructions to deliver for sale to a registered securities broker
acceptable to the Corporation a number of the shares subject to the Option being
exercised sufficient, after brokerage commissions, to cover the aggregate
exercise price of such Option and, if the Optionee further elects, the
Optionee's withholding obligations with respect to such exercise referred to in
Section 13, together with irrevocable instructions to such broker to sell such
shares and to remit directly to the Company such aggregate exercise price and,
if the Optionee has so elected, the amount of such withholding obligation. The
Corporation shall not be required to deliver to such securities broker any stock
certificate for such shares (which delivery may be by book-entry) until it has
received from the broker such exercise price and, if the Optionee has so
elected, such withholding obligation amount.


     7.2 Time of Granting Options

     The granting of an Option pursuant to the Plan shall be deemed to take
place at the time when the Committee shall take action authorizing the grant of
such Option or at such subsequent time as the Committee shall designate,
provided, however, that all grants shall be deemed to be conditioned upon the
optionee being an employee of the Corporation on the effective date of the
grant.

     7.3 Termination of Employment

     If a holder of an Option shall retire, take leave of absence, or shall
cease to be employed by the Corporation for any reason other than death after he
or she shall have been continuously so employed for twelve months from and after
the date of the granting of an Option, he or she may, but only within the period
of time listed below immediately succeeding the last day worked prior to such
retirement, leave of absence or cessation, exercise such option:

                                       9

                                             Time Following Last Day Worked
     Reason for Absence from Work          Within Which Option May Be Exercised

     Retirement                              Three Years

     Medical Leave of Absence                During Such Leave

     Personal Leave of Absence               Three Months

     Discharge for cause or other            None
     severance of employment                 
     determined by Committee to 
     warrant termination of option

     Layoff                                  One Year

     Quit                                    Three Months

     In no event may an Option be exercised following its expiration or
cancellation.

     For purposes of the 1991 Plan, 'last day worked' means the last day on
which the holder was responsible for performing his or her assigned duties for
the Corporation. Any period of accrued vacation or salary continuance for which
the holder may be eligible as of his or her retirement or cessation of
employment shall not extend the period in which options must be exercised.
Transfer of employment between corporations in the group comprised of the
Corporation and its subsidiaries shall not be deemed a cessation of employment.
Whether a leave of absence for other than medical reasons, duly authorized by
the Corporation shall constitute a cessation of employment for purposes of the
1991 Plan shall be determined by the Committee, which determination unless
overruled by the Board of Directors, shall be final and conclusive. The grant of
an Option will not confer upon a holder of an Option any right with respect to
continuance of employment by the Corporation, nor will it interfere in any way
with his or her right, or his or her employer's right, to terminate his or her
employment at any time.

     7.4 Death of Holder

     In the event of the death of a holder of an Option while in the employ
of the Corporation, or during a period following the last day worked within
which the Option of such holder was permitted to be exercised, the Option shall
be exercisable only within twelve months following such death (but not later
than the expiration date of the Option) and then only (a) by his or her estate
or by the person or persons who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the decedent, and (b) if and
to the extent that he or she was entitled to exercise the Option at the date of
his or her death.

                                       10

     7.5 Option Price

     The purchase price under each incentive stock option shall be not less
than one hundred percent of the fair market value of such shares at the time
such Option is granted. Other options may be granted at such prices above or
below the fair market value of the shares as the Committee may determine.

     Section 8. Changes in Capitalization

     In the event of any change in the outstanding shares of Stock by reason
of a stock dividend or split, recapitalization, merger or consolidation,
reorganization, combination or exchange of shares or other similar corporate
change, the maximum aggregate number of shares available under the 1991 Plan and
the number of shares covered by each previously granted Option and Restricted
Award, if any, shall be proportionally adjusted by the Board of Directors with
such determination being conclusive.

     Section 9. Effective Date

     The 1991 Plan is effective as of March 27, 1991, subject to the
approval of the stockholders at the Corporation's 1991 Annual Meeting. The
Committee may, at its discretion, grant Options and Restricted Stock Awards
under the 1991 Plan subject to such stockholder approval of the 1991 Plan.
Options and Restricted Stock Awards, issuance or delivery of stock upon exercise
of options or upon expiration of restrictions on Restricted Stock shall be
expressly subject to the conditions that, to the extent required by law at the
time of exercise of Options or grant of Restricted Stock Awards, issuance or
delivery, (i) the shares of Stock shall be duly listed upon the New York Stock
Exchange; and (ii) if the Corporation deems it necessary or desirable, a
Registration Statement under the Securities Act of 1933 with respect to such
stock shall be effective.

     Section 10. Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a
person or persons to receive Restricted Stock to which the Participant is
entitled in the event of the Participant's death. Such designation shall be made
in writing upon forms supplied by and delivered to the Committee, and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, the Participant's Restricted Stock shall be distributed in
accordance with his will or, if intestate, the laws of descent and distribution.

     Section 11. Lapse at Discretion of the Committee; Lapse Upon Termination 
                 Following a Change in Control

     (a) The Committee shall have the authority to accelerate the time at which
the restrictions on Restricted Stock and Restricted Units will lapse or to
remove any of such restrictions whenever it may decide in its absolute
discretion that, by reason of changes in applicable tax, securities, or other
laws or other changes in circumstances arising after the date of the Award, such
action is in the best interest of the Company, and equitable to the Participant,
his heirs, or designated beneficiaries.

                                       11

     (b) The restrictions on Restricted Stock and Restricted Units shall
lapse and Nonqualified Stock Options issued hereunder become exercisable
immediately upon a change in control of the Corporation. For purposes of this
paragraph, the term 'change in control' shall be deemed to occur upon (1) the
approval by the shareholders of the Corporation of (A) any consolidation or
merger of the Corporation in which the Corporation is not the continuing or
surviving corporation or pursuant to which shares of common stock would be
converted into cash, securities or other property, other than a merger in which
the holders of common stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, (B) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all the
assets of the Corporation, or (C) adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or (2) any 'person' (as defined
in Section 13(d) of the Securities Exchange Act of 1934), other than the
Corporation or subsidiary or employee benefit plan or trust maintained by the
Corporation or any of its subsidiaries, shall become the 'beneficial owner' (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of more than twenty-five percent of the common stock outstanding at
the time, without the prior approval of the Board of Directors of the
Corporation.

     The Committee shall have authority to provide with respect to any
future grants of nonqualified options under the Corporation's 1976 Stock Option
Plan, as amended, rights corresponding to those described in clause (A) and (B),
as the case may be, of the immediately preceding paragraph in the event of a
'change in control' (as defined therein).

     Section 12. Compliance with Securities and Exchange Commission Requirements

     No certificate for shares of Stock distributed pursuant to the Plan
shall be executed and delivered until the Company shall have taken such action,
if any, as is then required to comply with the provisions of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any
other applicable laws, and the requirements of any exchange on which the Stock
may, at the time, be listed.

     Section 13. Compliance with Tax Laws

     To the extent required by applicable federal, state or local laws or
regulations, the Corporation may withhold from any cash to be distributed to a
Participant pursuant to the Plan or from salary or other compensation payable to
the Participant amounts sufficient to comply with the Corporation's obligations
under such laws or regulations. The Corporation may require the Participant, as
a condition to delivering shares upon exercise of nonqualified stock options
(whether for cash or stock) or as a condition to delivery of restricted stock
which becomes deliverable pursuant to the Plan, to pay to the Corporation
amounts sufficient to meet the Corporation's obligations under such laws or
regulations.

                                       12

     Section 14. Termination and Amendment

     The Board of Directors of the Corporation may suspend, terminate,
modify or amend the 1991 Plan, provided that any amendment that would increase
the aggregate number of shares of Stock which may be issued under the 1991 Plan,
materially increase the benefits accruing to Participants under the 1991 Plan,
or materially modify the requirements as to eligibility for participation in the
1991 Plan, must be approved by the Corporation's stockholders, except that any
such increase or modification that may result from adjustments authorized by
Section 8 shall not require such approval. If the 1991 Plan is terminated, the
terms of the 1991 Plan shall, notwithstanding such termination, continue to
apply to Awards granted prior to such termination. In addition, no suspension,
termination, modification or amendment of the Plan may, without the consent of
the Participant to whom a Stock Option or Restricted Stock Award shall
theretofore have been granted, adversely affect the rights of such Participant
under such Award Stock Option or Restricted Stock Award.

     Section 15. Duration

     The 1991 Plan shall remain in effect until all Stock Options have been
exercised or expired and until all Restricted Stock shall have been delivered
without restrictions or forfeited under the 1991 Plan provided that no Stock
Options shall be granted and no Restricted Stock Awards shall be made under the
Plan after March 26, 2001.