1997 Employee Stock Option Plan - Apple Computer Inc.


                                APPLE COMPUTER, INC.
                          1997 EMPLOYEE STOCK OPTION PLAN
                            (AS AMENDED THROUGH 6/27/00)

       1.     PURPOSES OF THE PLAN.  The purposes of this 1997 Employee Stock
Option Plan are to assist the Company in attracting and retaining high quality
personnel, to provide additional incentive to Employees who are not Directors or
Officers of the Company and to promote the success of the Company's business. 
Options granted under the Plan shall be Nonstatutory Stock Options.  SARs
granted under the Plan may be granted in connection with Options or
independently of Options.

       2.     DEFINITIONS.  As used herein, the following definitions shall
apply:

              "ADMINISTRATOR" means the Board or any of its Committees, as shall
be administering the Plan from time to time pursuant to Section 4 of the Plan.

              "AFFILIATED COMPANY" means a corporation which is not a Subsidiary
but with respect to which the Company owns, directly or indirectly through one
or more Subsidiaries, at least twenty percent of the total voting power, unless
the Administrator determines in its discretion that such corporation is not an
Affiliated Company.

              "APPLICABLE LAWS" shall have the meaning set forth in Section 4 of
              the Plan.

              "BOARD" means the Board of Directors of the Company.

              "CHANGE IN CONTROL" shall have the meaning set forth in Section 10
              of the Plan.

              "CHANGE IN CONTROL PRICE" shall have the meaning set forth in
Section 12 of the Plan.

              "COMMON STOCK" means the common stock, no par value, of the
Company.

              "COMPANY" means Apple Computer, Inc., a California corporation, or
its successor.

              "COMMITTEE" means a Committee, if any, appointed by the Board in
accordance with Section 4(a) of the Plan.

              "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

              "Continuous Status as an Employee" means the absence of any
interruption or termination of the employment relationship with the Company or
any Subsidiary or Affiliated Company.  Continuous Status as an Employee shall
not be considered interrupted in the case of (i) medical leave, military leave,
family leave, or any other leave of absence approved by the Administrator,
provided, in each case, that such leave does not result in termination of the
employment relationship with the Company or any Subsidiary or Affiliated
Company, as the case may be, under the terms of the respective Company policy
for such leave; however, vesting may be tolled while an employee is on an
approved leave of absence under the terms of the respective Company policy for
such leave; or (ii) in the case of transfers between locations of the Company or
between the Company, its Subsidiaries, its successor or its Affiliated
Companies; 




              "DIRECTOR" means a member of the Board.

              "EMPLOYEE" means any person, employed by and on the payroll of the
Company, any Subsidiary or any Affiliated Company.
  
              "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

              "FAIR MARKET VALUE" means the value of Common Stock determined as
follows:

       (i)    If the Common Stock is listed on any established stock exchange or
       a national market system (including without limitation the National
       Market System of the National Association of Securities Dealers, Inc.
       Automated Quotation ("NASDAQ") System), its Fair Market Value shall be
       the closing sales price for such stock or the closing bid if no sales
       were reported, as quoted on such system or exchange (or the exchange with
       the greatest volume of trading in the Common Stock) for the date of
       determination or, if the date of determination is not a trading day, the
       immediately preceding trading day, as reported in THE WALL STREET JOURNAL
       or such other source as the Administrator deems reliable.

       (ii)   If the Common Stock is regularly quoted on the NASDAQ System (but 
       not on the National Market System) or quoted by a recognized securities 
       dealer but selling prices are not reported, its Fair Market Value shall 
       be the mean between the high and low asked prices for the Common Stock on
       the date of determination or, if there are no quoted prices on the date 
       of determination, on the last day on which there are quoted prices prior 
       to the date of determination.

       
(iii)  In the absence of an established market for the Common Stock, the Fair
       Market Value thereof shall be determined in good faith by the
       Administrator.

              "NONSTATUTORY STOCK OPTION" means an Option that is not intended
to be an incentive stock option within the meaning of Section 422 of the Code.

              "OFFICER" means any individual designated by the Board as an
elected officer of the Company.

              "OPTION" means an option granted pursuant to the Plan.

              "OPTIONED STOCK" means the Common Stock subject to an Option or
SAR.

              "OPTIONEE" means an Employee who receives an Option or SAR.

              "PARENT" corporation shall have the meaning defined in Section
424(e) of the Code.

              "PLAN" means this Apple Computer, Inc. 1997 Employee Stock Option
Plan.

              "SAR" means a stock appreciation right granted pursuant to Section
9 below.

              "SECTION 3 LIMIT" shall have the meaning set forth in Section 3 of
              the Plan.

              "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.




              "SIXTY-DAY PERIOD " shall have the meaning set forth in Section
              12(f) of the Plan.

              "SUBSIDIARY" corporation has the meaning defined in Section 424(f)
of the Code.

              "TAX DATE" shall have the meaning set forth in Section 9 of the
Plan.

       3.     STOCK SUBJECT TO THE PLAN.  

              (a)    LIMIT.  Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan or for which SARs may be granted and exercised is 21,500,000
Shares (the "SECTION 3 LIMIT").  The Shares may be authorized but unissued or
reacquired Common Stock.  In the discretion of the Administrator, any or all of
the Shares authorized under the Plan may be subject to SARs issued pursuant to
the Plan.

              (b)    RULES APPLICABLE TO THE CALCULATION OF THE SECTION 3 LIMIT.
In calculating the number of Shares available for issuance under the Plan, the
following rules shall apply:

              (i)    The Section 3 Limit shall be reduced by the number of
       Shares of Optioned Stock subject to each outstanding Option or
       freestanding SAR.

              (ii)    The Section 3 Limit shall be increased by the number of
       Shares of Optioned Stock subject to the portion of an Option or SAR that
       expires unexercised or is forfeited for any reason.

              (iii)  The Section 3 Limit shall be increased by the number of
       Shares tendered to pay the exercise price of an Option or the number of
       Shares of Optioned Stock withheld to satisfy an Optionee's tax liability
       in connection with the exercise of an Option or SAR.

              (iv)   Option Stock subject to both an outstanding Option and SAR
       granted in connection with the Option shall be counted only once in
       calculating the Section 3 Limit. 

       4.     ADMINISTRATION OF THE PLAN.

              (a)    COMPOSITION OF ADMINISTRATOR.  The Plan may be administered
by (i) the Board or (ii) a Committee designated by the Board, which Committee
shall be constituted in such a manner as to satisfy the applicable securities
laws, California corporate law and the Code (collectively, "APPLICABLE LAWS").

                     Once a Committee has been appointed pursuant to this
Section 4(a), such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board.  From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies (however caused) and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by the
Applicable Laws.

              (b)    POWERS OF THE ADMINISTRATOR.  Subject to the provisions of
the Plan and, in the case of the Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:  (i) to determine the Fair Market Value of the
Common Stock in accordance with the Plan; (ii) to determine, in accordance with
Section 8(a) of the Plan, the exercise price per Share of Options and SARs to be
granted; (iii) to determine the Employees to whom, and the time or times at
which, Options and SARs shall be granted and the number of Shares to be
represented by each Option or SAR (including, without limitation, whether or not
a corporation shall be excluded 




from the definition of Affiliated Company); (iv) to construe and interpret 
the provisions of the Plan and any agreements or certificates issued under or 
in connection with the Plan; (v) to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any Option or SAR granted 
hereunder (including, but not limited to, any restriction or limitation, or 
any vesting acceleration or waiver of forfeiture restrictions regarding any 
Option or SAR or the Shares relating thereto, based in each case on such 
factors as the Administrator shall determine, in its sole discretion); (vi) 
to approve forms of agreement for use under the Plan; (vii) to prescribe, 
amend and rescind rules and regulations relating to the Plan; (viii) to 
modify or amend each Option or SAR or accelerate the exercise date of any 
Option or SAR; (ix) to reduce the exercise price of any Option or SAR to the 
then current Fair Market Value if the Fair Market Value of the Common Stock 
covered by such Option or SAR shall have declined since the date the Option 
or SAR was granted; (x) to authorize any person to execute on behalf of the 
Company any instrument required to effectuate the grant of an Option or SAR 
previously granted by the Administrator; and (xi) to make all other 
determinations deemed necessary or advisable for the administration of the 
Plan.

              (c)    EFFECT OF DECISIONS BY THE ADMINISTRATOR.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

       5.     ELIGIBILITY.  The Administrator may grant Options and SARs only to
individuals who are Employees or who are consultants to the Company, or a
Subsidiary or Affiliated Company.  In no event may an Option or SAR be granted
to any individual who, at the time of grant, is an Officer or Director.  An
Employee who has been granted an Option or SAR may, if he or she is otherwise
eligible, be granted an additional Option or Options, SAR or SARs.  Each Option
shall be evidenced by a written Option agreement, which shall be in such form
and contain such provisions as the Administrator shall from time to time deem
appropriate.  Without limiting the foregoing, the Administrator may, at any
time, or from time to time, authorize the Company, with the consent of the
respective recipients, to issue new Options or Options in exchange for the
surrender and cancellation of any or all outstanding Options, other options,
SARs or other stock appreciation rights.

       Neither the Plan nor any Option or SAR agreement shall confer upon any
Optionee any right with respect to continuation of employment by the Company (or
any Parent, Subsidiary or Affiliated Company), nor shall it interfere in any way
with the Optionee's right or the right of the Company (or any Parent, Subsidiary
or Affiliated Company) to terminate the Optionee's employment at any time or for
any reason.

       If an Option or SAR is granted to an individual who is a consultant to
the Company or any Subsidiary or Affiliate, all references in the Plan to
"Employee" shall be deemed to include the term "consultant" and all references
in the Plan to "employment," "Continuous Status as an Employee" and 
"termination of employment" shall be deemed to refer to the individual's
consultancy or status as a consultant.

       6.     TERM OF PLAN.  The Plan shall become effective upon its adoption
by the Board.  It shall continue in effect for a term of ten years unless sooner
terminated under Section 14 of the Plan.

       7.     TERM OF OPTION.  The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the
Option agreement. 

       8.     EXERCISE PRICE AND CONSIDERATION.

              (a)    EXERCISE PRICE.  The per Share exercise price for the
Shares issuable pursuant to an Option shall be such price as is determined by
the Administrator, but shall in no event be less than 100% of the Fair Market 




Value of Common Stock, determined as of the date of grant of the Option.  In 
the event that the Administrator shall reduce the exercise price, the exercise 
price shall be no less than 100% of the Fair Market Value as of the date of 
that reduction. 

              (b)    METHOD OF PAYMENT.  The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator and may consist of (i) cash, (ii)
check, (iii) promissory note, (iv) other Shares which have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, (v) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required to pay the
exercise price, or (vi) any combination of the foregoing methods of payment
and/or any other consideration or method of payment as shall be permitted under
applicable corporate law.

       9.     STOCK APPRECIATION RIGHTS.

              (a)    GRANTED IN CONNECTION WITH OPTIONS.  At the sole discretion
of the Administrator, SARs may be granted in connection with all or any part of
an Option, either concurrently with the grant of the Option or at any time
thereafter during the term of the Option.  The following provisions apply to
SARs that are granted in connection with Options:

       (i)    The SAR shall entitle the Optionee to exercise the SAR by
       surrendering to the Company unexercised a portion of the related Option. 
       The Optionee shall receive in exchange from the Company an amount equal
       to the excess of (x) the Fair Market Value on the date of exercise of the
       SAR of the Common Stock covered by the surrendered portion of the related
       Option over (y) the exercise price of the Common Stock covered by the
       surrendered portion of the related Option.  Notwithstanding the
       foregoing, the Administrator may place limits on the amount that may be
       paid upon exercise of an SAR; PROVIDED, HOWEVER, that such limit shall
       not restrict the exercisability of the related Option.

       (ii)   When an SAR is exercised, the related Option, to the extent
       surrendered, shall no longer be exercisable.

       (iii)  An SAR shall be exercisable only when and to the extent that the
       related Option is exercisable and shall expire no later than the date on
       which the related Option expires.

       (iv)   An SAR may only be exercised at a time when the Fair Market Value
       of the Common Stock covered by the related Option exceeds the exercise
       price of the Common Stock covered by the related Option.
 
              (b)    INDEPENDENT SARS.  At the sole discretion of the
Administrator, SARs may be granted without related Options.  The following
provisions apply to SARs that are not granted in connection with Options:

       (i)    The SAR shall entitle the Optionee, by exercising the SAR, to
       receive from the Company an amount equal to the excess of (x) the Fair
       Market Value of the Common Stock covered by exercised portion of the SAR,
       as of the date of such exercise, over (y) the Fair Market Value of the
       Common Stock covered by the exercised portion of the SAR, as of the date
       on which the SAR was granted; PROVIDED, HOWEVER, that the Administrator
       may place limits on the amount that may be paid upon exercise of an SAR.

       (ii)   SARs shall be exercisable, in whole or in part, at such times as
       the Administrator shall specify in the Optionee's SAR agreement. 




              (c)    FORM OF PAYMENT.  The Company's obligation arising upon the
exercise of an SAR may be paid in Common Stock or in cash, or in any combination
of Common Stock and cash, as the Administrator, in its sole discretion, may
determine.  Shares issued upon the exercise of an SAR shall be valued at their
Fair Market Value as of the date of exercise.

       10.    METHOD OF EXERCISE.

              (a)    PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any
Option or SAR granted hereunder shall be exercisable at such times and under
such conditions as determined by the Administrator and as shall be permissible
under the terms of the Plan.

              An Option or SAR shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option or SAR by the person entitled to exercise the Option or SAR
and full payment for the Shares with respect to which the Option is exercised
has been received by the Company.  Full payment may, as authorized by the
Administrator and permitted by the Option agreement, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan. 
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 12 of the Plan.  An Option
or SAR may not be exercised with respect to a fraction of a Share.

              (b)    TERMINATION OF CONTINUOUS EMPLOYMENT.  Upon termination of
an Optionee's Continuous Status as Employee (other than termination by reason of
the Optionee's death), the Optionee may, but only within ninety days after the
date of such termination, exercise his or her Option or SAR to the extent that
it was exercisable at the date of such termination.  Notwithstanding the
foregoing, however, an Option or SAR may not be exercised after the date the
Option or SAR would otherwise expire by its terms due to the passage of time
from the date of grant.

              (c)    DEATH OF OPTIONEE.  In the event of the death of an
Optionee:

       (i)    Who is at the time of death an Employee and who shall have been in
       Continuous Status as an Employee since the date of grant of the Option,
       the Option or SAR may be exercised at any time within six (6) months (or
       such other period of time not exceeding twelve (12) months as determined
       by the Administrator) following the date of death by the Optionee's
       estate or by a person who acquired the right to exercise the Option by
       bequest or inheritance, but only to the extent of the right to exercise
       that would have accrued had the Optionee continued living and terminated
       his or her employment six (6) months (or such other period of time not
       exceeding twelve (12) months as determined by the Administrator) after
       the date of death; or

       (ii)   Within ninety days after the termination of Continuous Status as
       an Employee, the Option or SAR may be exercised, at any time within six
       (6) months (or such other period of time not exceeding twelve (12) months
       as determined by the Administrator) following the date of death by the
       Optionee's estate or by a person who acquired the right to exercise the
       Option by bequest or inheritance, but only to the extent of the right to
       exercise that had accrued at the date of termination.

              Notwithstanding the foregoing, however, an Option or SAR may not
be exercised after the date the Option or SAR would otherwise expire by its
terms due to the passage of time from the date of grant.




              (d)    STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX 
OBLIGATIONS. When an Optionee incurs tax liability in connection with the 
exercise of an Option or SAR, which tax liability is subject to tax 
withholding under applicable tax laws, and the Optionee is obligated to pay 
the Company an amount required to be withheld under applicable tax laws, the 
Optionee may satisfy the withholding tax obligation by electing to have the 
Company withhold from the Shares to be issued upon exercise of the Option, or 
the Shares to be issued upon exercise of the SAR, if any, that number of 
Shares having a Fair Market Value equal to the amount required to be 
withheld.  The Fair Market Value of the Shares to be withheld shall be 
determined on the date that the amount of tax to be withheld is to be 
determined (the "TAX DATE").

              All elections by an Optionee to have Shares withheld for this
purpose shall be made in writing in a form acceptable to the Administrator and
shall be subject to the following restrictions:

              (i)    the election must be made on or prior to the applicable Tax
Date; and

              (ii)   all elections shall be subject to the consent or
disapproval of the Administrator.

       11.    NON-TRANSFERABILITY OF OPTIONS.  Options and SARs may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder; PROVIDED,
HOWEVER, that the Administrator may grant Nonstatutory Stock Options that are
freely transferable.  The designation of a beneficiary by an Optionee or holder
of an SAR does not constitute a transfer.  An Option or an SAR may be exercised,
during the lifetime of the Optionee or SAR holder, only by the Optionee or SAR
holder or by a transferee permitted by this Section 11.

       12.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

              (a)    CHANGES IN CAPITALIZATION.  Subject to any required action
by the shareholders of the Company, the number of Shares covered by each
outstanding Option and SAR, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Options or SARs have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or SAR, as well as the price per Share covered by each such
outstanding Option or SAR, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the aggregate number of issued
Shares effected without receipt of consideration by the Company; PROVIDED,
HOWEVER, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration."  Such
adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option or SAR.

              (b)    DISSOLUTION OR LIQUIDATION.  In the event of the proposed
dissolution or liquidation of the Company, all outstanding Options and SARs will
terminate immediately prior to the consummation of such proposed action, unless




otherwise provided by the Administrator.  The Administrator may, in the 
exercise of its sole discretion in such instances, declare that any Option or 
SAR shall terminate as of a date fixed by the Administrator and give each 
Optionee the right to exercise his or her Option or SAR as to all or any part 
of the Optioned Stock or SAR, including Shares as to which the Option or SAR 
would not otherwise be exercisable.

              (c)    SALE OF ASSETS OR MERGER. Subject to the provisions of
Section 12(d), in the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, each outstanding Option and SAR shall be assumed or an equivalent
option or stock appreciation right shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Administrator determines, in the exercise of its sole discretion and in lieu of
such assumption or substitution, that the Optionee shall have the right to
exercise the Option or SAR as to all of the Optioned Stock, including Shares as
to which the Option or SAR would not otherwise be exercisable.  If the
Administrator makes an Option or SAR fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Company shall
notify the Optionee that the Option or SAR shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and the Option or SAR
will terminate upon the expiration of such period.  For purposes of this
paragraph, an Option granted under the Plan shall be deemed to be assumed if,
following the sale of assets or merger, the Option confers the right to
purchase, for each Share of Optioned Stock subject to the Option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other securities or property) received in the sale of assets or merger by
holders of Common Stock for each Share held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the sale of
assets or merger was not solely Common Stock of the successor corporation or its
parent, the Administrator may, with the consent of the successor corporation and
the participant, provide for the per share consideration to be received upon
exercise of te Option to be solely Common Stock of the successor corporation or
its parent equal in Fair Market Value to the per share consideration received by
holders of Common Stock in the sale of assets or merger.

              (d)    CHANGE IN CONTROL.  In the event of a "Change in Control"
of the Company, as defined in Section 12(e), unless otherwise determined by the
Administrator prior to the occurrence of such Change in Control, the following
acceleration and valuation provisions shall apply:

       (i)    Any Options and SARs outstanding as of the date such Change in
       Control is determined to have occurred that are not yet exercisable and
       vested on such date shall become fully exercisable and vested; and

       (ii)   The value of all outstanding Options and SARs shall, unless
       otherwise determined by the Administrator at or after grant, be 
       cashed-out.  The amount at which such Options and SARs shall be cashed
       out shall be equal to the excess of (x) the Change in Control Price (as
       defined below) over (y) the exercise price of the Common Stock covered by
       the Option or SAR.  The cash-out proceeds shall be paid to the Optionee 
       or, in the event of death of an Optionee prior to payment, to the estate 
       of the Optionee or to a person who acquired the right to exercise the 
       Option or SAR by bequest or inheritance.

              (e)    "DEFINITION OF "CHANGE IN CONTROL".  For purposes of this
Section 12, a "Change in Control" means the happening of any of the following:

       ( i )  When any "person", as such term is used in Sections 13(d) and
       14(d) of the Exchange Act (other than the Company, a Subsidiary or a
       Company employee benefit plan, including any trustee of such plan acting
       as trustee) is or becomes the "beneficial owner" (as defined in 
       Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
       of the Company representing 




       fifty percent (50%) or more of the combined voting power of the Company's
       then outstanding securities; or

       (ii)   The occurrence of a transaction requiring shareholder approval,
       and involving the sale of all or substantially all of the assets of the
       Company or the merger of the Company with or into another corporation.

              (f)    CHANGE IN CONTROL PRICE.  For purposes of this Section 12,
"Change in Control Price" shall be, as determined by the Administrator, (i) the
highest Fair Market Value at any time within the sixty-day period immediately
preceding the date of determination of the Change in Control Price by the
Administrator (the "SIXTY-DAY PERIOD"), or (ii) the highest price paid or
offered, as determined by the Administrator, in any bona fide transaction or
bona fide offer related to the Change in Control of the Company, at any time
within the Sixty-Day Period.

       13.    TIME OF GRANTING OPTIONS AND SARS.  The date of grant of an Option
or SAR shall, for all purposes, be the date on which the Administrator makes the
determination granting such Option or SAR.  Notice of the determination shall be
given to each Employee to whom an Option or SAR is so granted within a
reasonable time after the date of such grant.

       14.    AMENDMENT AND TERMINATION OF THE PLAN.

              (a)    AMENDMENT AND TERMINATION.  The Board may at any time
amend, alter, suspend or terminate the Plan, as it may deem advisable.

              (b)    EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment,
alteration, suspension or termination of the Plan shall not impair the rights of
any Optionee or SAR holder under any grant theretofore made without his or her
consent.  Such Options and SARs shall remain in full force and effect as if this
Plan had not been amended or terminated.

       15.    CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued
with respect to an Option or SAR unless the exercise of such Option or SAR and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or quotation system upon
which the Shares may then be listed or quoted, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

              As a condition to the exercise of an Option or SAR or the issuance
of Shares upon exercise of an Option or SAR, the Company may require the person
exercising such Option or SAR to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

              Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares as to which such requisite authority shall not have been obtained.

       16.    RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.     

       17.    NON-U.S. EMPLOYEES.  Notwithstanding anything in the Plan to 
the contrary, with respect to any employee who is resident outside of the 
United States, the Committee may, in its sole discretion, amend the terms of 
the Plan in order to conform such terms with the requirements of local law or 
to meet the objectives of the Plan. The Committee may, where appropriate, 
establish one or more sub-plans for this purpose.