CEO FORMULA BONUS PLAN

1.  PURPOSE:  The purpose of the CEO Formula Bonus Plan (the"Plan")
is to provide the CEO with an additional incentive to enhance and
improve the performance of the Company as well as to meet the
requirements of qualified performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and preserve the deduction for compensation in excess
of $1.0 million paid to the CEO.

2.  DEFINITIONS:  

    (a)  "Bonus" shall be the amount approved by the Committee and
payable to the CEO in accordance with the Plan for each Measurement
Year.

    (b)  "CEO" means the Chief Executive Officer of Ogden
Corporation ("Ogden").

    (c)  "Committee" means the Compensation Committee of the Ogden
Board of Directors comprised of "outside directors" within the
meaning of Section 162(m) of the Code.

    (d)  "Company" means Ogden and its subsidiaries.

    (e)  "Designated Beneficiary" means the Participant's spouse
who shall receive any payments due to the Participant under the
Plan upon the Participant's death.  If the spouse is not living,
the Designated Beneficiary shall be the Participant's estate.

    (f)  "Disability" is defined as a condition entitling the
Participant to benefits under the Company's long-term disability
plan or policy applicable to the CEO.

    (g)  "Effective Date" shall be January 1, 1994.

    (h)  "Measurement Year" means each calendar year period over
which the Company's ROE Performance is measured.

    (i)  "Participant" means the CEO who is eligible to receive a
Bonus under the Plan.

    (j)  "Pre-Tax Income" for any Measurement Year is the amount
of consolidated income from continuing operations before income
taxes and minority interest as of the December 31 occurring in such
Measurement Year as reported in the Company's Statements of
Consolidated Income.

    (k)  "Pre-Tax ROE Performance Level" for any Measurement Year
means the Company's Pre-tax Income achieved in any such Measurement
Year divided by the Company's Shareholders' Equity for such
Measurement Year.

    (l)  "Shareholders' Equity" for any Measurement Year is equal
to the total shareholders equity as of the December 31 occurring in
the immediately preceding calendar year, as reported in the
Company's Statements of Shareholders' Equity.

    (m)  "Target Bonus" for any Measurement Year shall be equal to
the Participant's base salary as determined by the Committee prior
to the Measurement Year and which becomes effective as of March 1
of the Measurement Year.

3.  ELIGIBILITY:  Participation in the Plan will be limited to the
CEO.

4.  BONUS FORMULA:  The Participant will be eligible for an annual
cash Bonus with respect to each Measurement Year based upon the
Company's Pre-Tax ROE Performance Level attained in such
Measurement Year.  The amount of each Bonus shall be equal to a
portion of the Target Bonus.  The maximum Bonus payable under the
Plan is 150% of Target Bonus.  For each Pre-Tax ROE Performance
Level, the amount of any Bonus payable is designated in the
following table:



               PRE-TAX ROE              % OF TARGET
               PERFORMANCE LEVEL        BONUS
                                     

               <15%                     0
               15% to under 20%         75%
               20% to under 25%         100%
               25% to under 30%         125%
               30% or greater           150%


5.  AWARD DETERMINATION:  The annual Bonus amount to be awarded
under the Plan will be determined by the Committee based on the
actual Pre-Tax ROE Performance Level in the Measurement Year. 
Following December 31 of each Measurement Year, the Committee will
certify in writing to the Pre-Tax ROE Performance Level achieved
after the completion and audit of the Company's annual financial
statements.   Such certification shall be included in the minutes
of the Committee.

6.  MODIFICATION OF AWARDS BASED ON INDIVIDUAL PERFORMANCE:  The
Participant's Bonus award as determined by the Pre-Tax ROE
Performance Level may be reduced based on the Committee's
evaluation of other factors related to the Participant's and
Company's overall performance.

7.  TIMING AND PAYMENT OF AWARDS:  Payment of any Bonus under the
Plan will be made after completion of each Measurement Year as soon
as practical following Certification by the Committee of the
Company's Pre-Tax ROE Performance Level and final approval of the
Bonus by the Committee.

8.  DISABILITY OR DEATH:  In the event of the Participant's
Disability or Death during a Measurement Year, the full Bonus
earned for the Measurement Year and approved by the Committee will
be paid to the Participant or Designated Beneficiary, as the case
may be, as if the Participant had remained active throughout the
Measurement Year.  In the event of the Participant's death after
the end of a Measurement Year but prior to the payment of any Bonus
earned for such Measurement Year such Bonus shall be paid to the
Participant's Designated Beneficiary.


9.  TERMINATION OF EMPLOYMENT:  In the event the Participant's
employment is terminated by Ogden during a Measurement Year for any
reason other than for cause, as determined by the Committee or if
the Participant has an employment agreement with Ogden, as set
forth in such employment agreement, the full Bonus earned for the
Measurement Year and approved by the Committee will be paid as if
the Participant had remained employed throughout the Measurement
Year.

10. ADMINISTRATION:  The Plan will be administered by the
Committee.  The Committee retains the discretion to change the Pre-
Tax ROE Performance Levels under the Bonus Formula, as set forth in
the table in Paragraph 4. above, prior to the start of any
Measurement Year and while the outcome is still uncertain.  The
Committee may reduce the Bonus payable under the Plan in any
Measurement Year.  The Committee reserves the right to terminate
the Plan at any time or to amend the Plan in any respect; provided
that no amendment shall be made which would cause payments pursuant
to this Plan to fail to qualify for the exemption from the
limitations of Section 162(m) of the Code provided by Section
162(m)(4)(C) of the Code.  No Plan amendment or termination will
alter the Participant's right to a Bonus for a Measurement Year
already in progress with the exception of the 1994 Measurement
Year.  The Plan shall terminate and become null and void if it is
not approved by the Ogden shareholders at the 1994 Annual Meeting
in accordance with the requirements of Section 162(m)(4)(C)(ii) of
the Code.

11. MISCELLANEOUS:

    (a)  The right of the Participant to any payment hereunder
shall not be assigned, transferred, pledged or encumbered.

    (b)  This Plan and all rights hereunder shall be subject to any
and all governmental laws, regulations and approvals that may exist
from time to time and shall be interpreted in accordance with the
laws of the State of New York.

    (c)  All payments required to be paid hereunder shall be
subject to any required Federal, state, local and other applicable
withholdings or deductions.

    (d)  Nothing contained in the Plan shall confer upon the
Participant any right with respect to the continuation of the
Participant's employment by the Company or interfere in any way
with the right of the Company at any time to terminate such
employment or to increase or decrease the base salary of the
Participant from the rate in effect at the commencement of a
Measurement Year.