EXHIBIT 10

Section 13 of 1994 Management Stock Option Plan, as amended.

"13. Termination of Employment. Unless the Committee determines otherwise at the
time of grant of an Option or thereafter  by amendment of an Option,  all or any
part of any Option, to the extent unexercised, shall terminate immediately, upon
the cessation or  termination  for any reason of the holder's  employment by the
Corporation or any  Subsidiary,  except that the holder shall have until the end
of the  three-month  period  following the cessation of his employment  with the
Corporation  or its  Subsidiaries,  and no longer,  to exercise any  unexercised
Option  that he  could  have  exercised  on the  day on  which  such  employment
terminated;  provided,  that such  exercise  must be  accomplished  prior to the
expiration of the term of such Option.  Notwithstanding  the  foregoing,  if the
cessation of employment  is due to  retirement on or after  attaining the age of
sixty-five  (65) years,  or to disability (to an extent and in a manner as shall
be determined in each case by the Committee in its sole discretion) or to death,
the holder or the  representative  of the estate of a deceased holder shall have
the privilege of exercising  the Option which is unexercised at the time of such
retirement,  or of such  disability  or  death;  provided,  however,  that  such
exercise must be accomplished prior to the expiration of the term of such Option
and (a) within three months of the holder's  retirement  or  disability,  or (b)
within  six  months  of the  holder's  death,  as the  case may be,  unless  the
Committee at the time of grant of such Option or thereafter by amendment of such
Option  permits  its  exercise  for a longer  period  but in no event  after the
expiration of the term of such Option."