EXHIBIT 4.3

                              GRAND CASINOS, INC.
                             1991 STOCK OPTION AND
                         COMPENSATION PLAN, AS AMENDED

     1. PURPOSE.  The purpose of the 1991 Stock Option and Compensation Plan 
(the "Plan") of Grand Casinos, Inc. (the "Company") is to increase 
stockholder value and to advance the interests of the Company by furnishing a 
variety of economic incentives ("Incentives") designed to attract, retain and 
motivate employees.  Incentives may consist of opportunities to purchase or 
receive shares of Common Stock, $0.01 par value, of the Company ("Common 
Stock"), monetary payments or both on terms determined under this Plan. 

     The participation provisions set forth in Section 3 of this Plan have 
been amended to reflect the following transactions, both of which occurred as 
of December 31, 1998: (a) a distribution of all of the outstanding shares of 
Lakes Gaming, Inc. (a wholly-owned subsidiary of the Company) to the 
Company's shareholders and (b) the subsequent merger of the Company with a 
subsidiary of Park Place Entertainment Corporation, with the Company as the 
surviving corporation.  

     2. ADMINISTRATION.  The Plan shall be administered by the stock option 
committee (the "Committee") of the board of directors of the Company.  The 
Committee shall consist of not less than two directors of the Company and 
shall be appointed from time to time by the board of directors of the 
Company.  Each member of the Committee shall be a "disinterested person" 
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and 
the regulations promulgated thereunder (the "1934 Act").  The board of 
directors of the Company may from time to time appoint members of the 
Committee in substitution for, or in addition to, members previously 
appointed, and may fill vacancies, however caused, in the Committee.  The 
Committee shall select one of its members as its chairman and shall hold its 
meetings at such times and places as it shall deem advisable.  A majority of 
the Committee's members shall constitute a quorum.  All action of the 
Committee shall be taken by the majority of its members.  Any action may be 
taken by a written instrument signed by majority of the members and actions 
so taken shall be fully effective as if it had been made by a majority vote 
at a meeting duly called and held.  The Committee may appoint a secretary, 
shall keep minutes of its meetings and shall make such rules and regulations 
for the conduct of its business as it shall deem advisable.  The Committee 
shall have complete authority to award Incentives under the Plan, to 
interpret the Plan, and to make any other determination which it believes 
necessary and advisable for the proper administration of the Plan.  The 
Committee's decisions and matters relating to the Plan shall be final and 
conclusive on the Company and its participants. 

     3. ELIGIBLE EMPLOYEES.  Employees of the Company or its subsidiaries or 
affiliates (including officers and directors, but excluding directors who are 
not also employees of or consultants to the Company or its subsidiaries or 
affiliates), shall become eligible to receive Incentives under the Plan when 
designated by the Committee.  Employees may be designated individually or by 
groups or categories (for example, by pay grade) as the Committee deems 
appropriate.  Participation by officers of the Company or its subsidiaries or 
affiliates and any performance objectives relating to such officers must be 
approved by the Committee.  



Participation by others and any performance objectives relating to others may 
be approved by groups or categories (for example, by pay grade) and authority 
to designate participants who are not officers and to set or modify such 
targets may be delegated.  For purposes of any Incentive issued pursuant to 
the Plan, service as an employee of Lakes Gaming, Inc. or any subsidiary or 
affiliate thereof shall be deemed to be the equivalent of service as an 
employee of the Company.  For purposes of any Incentive issued pursuant to 
the Plan, service after December 31, 1998, as an employee of Park Place 
Entertainment Corporation or any subsidiary or affiliate thereof shall be 
deemed to be the equivalent of service as an employee of the Company.

     4. TYPES OF INCENTIVES.  Incentives under the Plan may be granted in any 
one or a combination of the following forms: (a) incentive stock options and 
non-statutory stock options (section 6); (b) stock appreciation rights 
("SARs") (section 7); (c) stock awards (section 8); (d) restricted stock 
(section 8); (e) performance shares (section 9); and (f) cash awards (section 
10). 

     5. SHARES SUBJECT TO THE PLAN. 

        5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 
     11.6, the number of shares of Common Stock which may be issued under the 
     Plan shall not exceed 6,100,000 shares of Common Stock. 

        5.2. CANCELLATION.  To the extent that cash in lieu of shares of Common
     Stock is delivered upon the exercise of a SAR pursuant to Section 7.4, 
     the Company shall be deemed, for purposes of applying the limitation on 
     the number of shares, to have issued the greater of the number of shares 
     of Common Stock which it was entitled to issue upon such exercise or on 
     the exercise of any related option.  In the event that a stock option or 
     SAR granted hereunder expires or is terminated or canceled unexercised 
     as to any shares of Common Stock, such shares may again be issued under 
     the Plan either pursuant to stock options, SARs or otherwise.  In the 
     event that shares of Common Stock are issued as restricted stock or 
     pursuant to a stock award and thereafter are forfeited or reacquired by 
     the Company pursuant to rights reserved upon issuance thereof, such 
     forfeited and reacquired shares may again be issued under the Plan, 
     either as restricted stock, pursuant to stock awards or otherwise.  The 
     Committee may also determine to cancel, and agree to the cancellation 
     of, stock options in order to make a participant eligible for the grant 
     of a stock option at a lower price than the option to be canceled. 

        5.3. TYPE OF COMMON STOCK.  Common Stock issued under the Plan in 
     connection with stock options, SARs, performance shares, restricted 
     stock or stock awards, may be authorized and unissued shares. 

     6. STOCK OPTIONS.  A stock option is a right to purchase shares of 
Common Stock from the Company.  Each stock option granted by the Committee 
under this Plan shall be subject to the following terms and conditions: 

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     6.1. PRICE.  The option price per share shall be determined by the 
Committee, subject to adjustment under Section 11.6. 

     6.2. NUMBER.  The number of shares of Common Stock subject to the option 
shall be determined by the Committee, subject to adjustment as provided in 
Section 11.6.  The number of shares of Common Stock subject to a stock option 
shall be reduced in the same proportion that the holder thereof exercises a 
SAR if any SAR is granted in conjunction with or related to the stock option. 

     6.3. DURATION AND TIME FOR EXERCISE.  Subject to earlier termination as 
provided in Section 11.4, the term of each stock option shall be determined 
by the Committee but shall not exceed ten years and one day from the date of 
grant.  Each stock option shall become exercisable at such time or times 
during its term as shall be determined by the Committee at the time of grant. 
The Committee may accelerate the exercisability of any stock option.  
Subject to the foregoing and with the approval of the Committee, all or any 
part of the shares of Common Stock with respect to which the right to 
purchase has accrued may be purchased by the Company at the time of such 
accrual or at any time or times thereafter during the term of the option. 

     6.4. MANNER OF EXERCISE.  A stock option may be exercised, in whole or 
in part, by giving written notice to the Company, specifying the number of 
shares of Common Stock to be purchased and accompanied by the full purchase 
price for such shares.  The option price shall be payable in United States 
dollars upon exercise of the option and may be paid by cash; uncertified or 
certified check; bank draft; by delivery of shares of Common Stock in payment 
of all or any part of the option price, which shares shall be valued for this 
purpose at the Fair Market Value on the date such option is exercised; by 
instructing the Company to withhold from the shares of Common Stock issuable 
upon exercise of the stock option shares of Common Stock in payment of all or 
any part of the option price, which shares shall be valued for this purpose 
at the Fair Market Value or in such other manner as may be authorized from 
time to time by the Committee.  Prior to the issuance of shares of Common 
Stock upon the exercise of a stock option, a participant shall have no rights 
as a stockholder. 

     6.5. INCENTIVE STOCK OPTIONS.  Notwithstanding anything in the Plan to 
the contrary, the following additional provisions shall apply to the grant of 
stock options which are intended to qualify as Incentive Stock Options (as 
such term is defined in Section 422A of the Internal Revenue Code of 1986, as 
amended): 

          (a) The aggregate Fair Market Value (determined as of the time the 
     option is granted) of the shares of Common Stock with respect to which 
     Incentive Stock Options are exercisable for the first time by any 
     participant during any calendar year (under all of the Company's plans) 
     shall not exceed $100,000. 

          (b) Any Incentive Stock Option certificate authorized under the 
     Plan shall contain such other provisions as the Committee shall deem 
     advisable, but 


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     shall in all events be consistent with and contain all provisions 
     required in order to qualify the options as Incentive Stock Options. 

          (c) All Incentive Stock Options must be granted within ten years 
     from the earlier of the date on which this Plan was adopted by board of 
     directors or the date this Plan was approved by the stockholders. 

          (d) Unless sooner exercised, all Incentive Stock Options shall 
     expire no later than 10 years after the date of grant. 

          (e) The option price for Incentive Stock Options shall be not less 
     than the Fair Market Value of the Common Stock subject to the option on 
     the date of grant. 

          (f) No Incentive Stock Options shall be granted to any participant 
     who, at the time such option is granted, would own (within the meaning 
     of Section 422A of the Code) stock possessing more than 10% of the total 
     combined voting power of all classes of stock of the employer 
     corporation or of its parent or subsidiary corporation. 

     7. STOCK APPRECIATION RIGHTS.  A SAR is a right to receive, without 
payment to the Company, a number of shares of Common Stock, cash or any 
combination thereof, the amount of which is determined pursuant to the 
formula set forth in Section 7.4.  A SAR may be granted (a) with respect to 
any stock option granted under this Plan, either concurrently with the grant 
of such stock option or at such later time as determined by the Committee (as 
to all or any portion of the shares of Common Stock subject to the stock 
option), or (b) alone, without reference to any related stock option.  Each 
SAR granted by the Committee under this Plan shall be subject to the 
following terms and conditions: 

          7.1. NUMBER.  Each SAR granted to any participant shall relate to 
     such number of shares of Common Stock as shall be determined by the 
     Committee, subject to adjustment as provided in Section 11.6.  In the 
     case of a SAR granted with respect to a stock option, the number of 
     shares of Common Stock to which the SAR pertains shall be reduced in the 
     same proportion that the holder of the option exercises the related 
     stock option. 

          7.2. DURATION.  Subject to earlier termination as provided in 
     Section 11.4, the term of each SAR shall be determined by the Committee 
     but shall not exceed ten years and one day from the date of grant.  
     Unless otherwise provided by the Committee, each SAR shall become 
     exercisable at such time or times, to such extent and upon such 
     conditions as the stock option, if any, to which it relates is 
     exercisable.  The Committee may in its discretion accelerate the 
     exercisability of any SAR. 

          7.3. EXERCISE.  A SAR may be exercised, in whole or in part, by 
     giving written notice to the Company, specifying the number of SARs 
     which the holder wishes to exercise.  Upon receipt of such written 
     notice, the Company shall, within 90 days 

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     thereafter, deliver to the exercising holder certificates for the shares 
     of Common Stock or cash or both, as determined by the Committee, to 
     which the holder is entitled pursuant to Section 7.4. 

          7.4. PAYMENT.  Subject to the right of the Committee to deliver 
     cash in lieu of shares of Common Stock (which, as it pertains to 
     officers and directors of the Company, shall comply with all 
     requirements of the 1934 Act), the number of shares of Common Stock 
     which shall be issuable upon the exercise of a SAR shall be determined 
     by dividing: 

               (a) the number of shares of Common Stock as to which the SAR 
          is exercised multiplied by the amount of the appreciation in such 
          shares (for this purpose, the "appreciation" shall be the amount by 
          which the Fair Market Value of the shares of Common Stock subject 
          to the SAR on the exercise date exceeds (1) in the case of a SAR 
          related to a stock option, the purchase price of the shares of 
          Common Stock under the stock option or (2) in the case of a SAR 
          granted alone, without reference to a related stock option, an 
          amount which shall be determined by the Committee at the time of 
          grant, subject to adjustment under Section 11.6); by 

               (b) the Fair Market Value of a share of Common Stock on the 
          exercise date. 

In lieu of issuing shares of Common Stock upon the exercise of a SAR, the 
Committee may elect to pay the holder of the SAR cash equal to the Fair 
Market Value on the exercise date of any or all of the shares which would 
otherwise be issuable.  No fractional shares of Common Stock shall be issued 
upon the exercise of a SAR; instead, the holder of the SAR shall be entitled 
to receive a cash adjustment equal to the same fraction of the Fair Market 
Value of a share of Common Stock on the exercise date or to purchase the 
portion necessary to make a whole share at its Fair Market Value on the date 
of exercise. 

     8. STOCK AWARDS AND RESTRICTED STOCK.  A stock award consists of the 
transfer by the Company to a participant of shares of Common Stock, without 
other payment therefor, as additional compensation for services to the 
Company.  A share of restricted stock consists of shares of Common Stock 
which are sold or transferred by the Company to a participant at a price 
determined by the Committee (which price shall be at least equal to the 
minimum price required by applicable law for the issuance of a share of 
Common Stock) and subject to restrictions on their sale or other transfer by 
the participant.  The transfer of Common Stock pursuant to stock awards and 
the transfer and sale of restricted stock shall be subject to the following 
terms and conditions: 

          8.1. NUMBER OF SHARES.  The number of shares to be transferred or 
     sold by the Company to a participant pursuant to a stock award or as 
     restricted stock shall be determined by the Committee. 

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          8.2. SALE PRICE.  The Committee shall determine the price, if any, 
     at which shares of restricted stock shall be sold to a participant, 
     which may vary from time to time and among participants and which may be 
     below the Fair Market Value of such shares of Common Stock at the date 
     of sale. 

          8.3. RESTRICTIONS.  All shares of restricted stock transferred or 
     sold hereunder shall be subject to such restrictions as the Committee 
     may determine, including, without limitation any or all of the 
     following: 

               (a) a prohibition against the sale, transfer, pledge or other 
          encumbrance of the shares of restricted stock, such prohibition to 
          lapse at such time or times as the Committee shall determine 
          (whether in annual or more frequent installments, at the time of 
          the death, disability or retirement of the holder of such shares, 
          or otherwise); 

               (b) a requirement that the holder of shares of restricted 
          stock forfeit, or (in the case of shares sold to a participant) 
          resell back to the Company at his cost, all or a part of such 
          shares in the event of termination of his employment during any 
          period in which such shares are subject to restrictions; 

               (c) such other conditions or restrictions as the Committee may 
          deem advisable. 

          8.4. ESCROW.  In order to enforce the restrictions imposed by the 
     Committee pursuant to Section 8.3, the participant receiving restricted 
     stock shall enter into an agreement with the Company setting forth the 
     conditions of the grant.  Shares of restricted stock shall be registered 
     in the name of the participant and deposited, together with a stock 
     power endorsed in blank, with the Company.  Each such certificate shall 
     bear a legend in substantially the following form: 

     The transferability of this certificate and the shares of Common Stock 
     represented by it are subject to the terms and conditions (including 
     conditions of forfeiture) contained in the 1991 Stock Option and 
     Compensation Plan of Grand Casinos, Inc. (the "Company"), and an 
     agreement entered into between the registered owner and the Company.  A 
     copy of the Plan and the agreement is on file in the office of the 
     secretary of the Company. 

          8.5. END OF RESTRICTIONS.  Subject to Section 11.5, at the end of 
     any time period during which the shares of restricted stock are subject 
     to forfeiture and restrictions on transfer, such shares will be 
     delivered free of all restrictions to the participant or to the 
     participant's legal representative, beneficiary or heir. 

          8.6. STOCKHOLDER.  Subject to the terms and conditions of the Plan, 
     each participant receiving restricted stock shall have all the rights of 
     a stockholder with respect to shares of stock during any period in which 
     such shares are subject to forfeiture and restrictions on transfer, 
     including without limitation, the right to vote such shares.  

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     Dividends paid in cash or property other than Common Stock with respect 
     to shares of restricted stock shall be paid to the participant 
     currently. 

     9. PERFORMANCE SHARES.  A performance share consists of an award which 
shall be paid in shares of Common Stock, as described below.  The grant of 
performance share shall be subject to such terms and conditions as the 
Committee deems appropriate, including the following: 

          9.1. PERFORMANCE OBJECTIVES.  Each performance share will be subject 
     to performance objectives for the Company or one of its operating units 
     to be achieved by the end of a specified period.  The number of 
     performance shares granted shall be determined by the Committee and may 
     be subject to such terms and conditions, as the Committee shall 
     determine.  If the performance objectives are achieved, each participant 
     will be paid in shares of Common Stock or cash.  If such objectives are 
     not met, each grant of performance shares may provide for lesser 
     payments in accordance with formulas established in the award. 

          9.2. NOT STOCKHOLDER.  The grant of performance shares to a 
     participant shall not create any rights in such participant as a 
     stockholder of the Company, until the payment of shares of Common Stock 
     with respect to an award. 

          9.3. NO ADJUSTMENTS.  No adjustment shall be made in performance 
     shares granted on account of cash dividends which may be paid or other 
     rights which may be issued to the holders of Common Stock prior to the 
     end of any period for which performance objectives were established. 

          9.4. EXPIRATION OF PERFORMANCE SHARE.  If any participant's 
     employment with the Company is termi nated for any reason other than 
     normal retirement, death or disability prior to the achievement of the 
     participant's stated performance objectives, all the participants rights 
     on the performance shares shall expire and terminate unless otherwise 
     determined by the Committee.  In the event of termination of employment 
     by reason of death, disability, or normal retirement, the Committee, in 
     its own discretion may determine what portions, if any, of the 
     performance shares should be paid to the participant. 

     10. CASH AWARDS.  A cash award consists of a monetary payment made by 
the Company to a participant as additional compensation for his services to 
the Company.  Payment of a cash award will normally depend on achievement of 
performance objectives by the Company or by individuals.  The amount of any 
monetary payment constituting a cash award shall be determined by the 
Committee in its sole discretion.  Cash awards may be subject to other terms 
and conditions, which may vary from time to time and among participants, as 
the Committee determines to be appropriate. 

     11. GENERAL. 


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         11.1. EFFECTIVE DATE. The Plan will become effective upon its 
     adoption by unanimous written action by all holders of shares of Common 
     Stock. Unless approved within one year after the date of the Plan's 
     adoption by the board of directors, the Plan shall not be effective for 
     any purpose.

         11.2. DURATION.  The Plan shall remain in effect until all 
     Incentives granted under the Plan have either been satisfied by the 
     issuance of shares of Common Stock or the payment of cash or been 
     terminated under the terms of the Plan and all restrictions imposed on 
     shares of Common Stock in connection with their issuance under the Plan 
     have lapsed.  No Incentives may be granted under the Plan after the 
     tenth anniversary of the date the Plan is approved by the stockholders 
     of the Company. 

         11.3. NON-TRANSFERABILITY OF INCENTIVES.  No stock option, SAR, 
     restricted stock or performance award may be transferred, pledged or 
     assigned by the holder thereof except, in the event of the holder's 
     death, by will or the laws of descent and distribution or pursuant to a 
     qualified domestic relations order as defined by the Internal Revenue 
     Code of 1986, as amended, or Title I of the Employee Retirement Income 
     Security Act, or the rules thereunder, and the Company shall not be 
     required to recognize any attempted assignment of such rights by any 
     participant.  During a participant's lifetime, an Incentive may be 
     exercised only by him or by his guardian or legal representative. 

         11.4. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.  In the event 
     that a participant ceases to be an employee of the Company for any 
     reason, including death, any Incentives may be exercised or shall expire 
     at such times as may be determined by the Committee. 

         11.5. ADDITIONAL CONDITION.  Notwithstanding anything in this Plan 
     to the contrary:  (a) the Company may, if it shall determine it 
     necessary or desirable for any reason, at the time of award of any 
     Incentive or the issuance of any shares of Common Stock pursuant to any 
     Incentive, require the recipient of the Incentive, as a condition to the 
     receipt thereof or to the receipt of shares of Common Stock issued 
     pursuant thereto, to deliver to the Company a written representation of 
     present intention to acquire the Incentive or the shares of Common Stock 
     issued pursuant thereto for his own account for investment and not for 
     distribution; and (b) if at any time the Company further determines, in 
     its sole discretion, that the listing, registration or qualification (or 
     any updating of any such document) of any Incentive or the shares of 
     Common Stock issuable pursuant thereto is necessary on any securities 
     exchange or under any federal or state securities or blue sky law, or 
     that the consent or approval of any governmental regulatory body is 
     necessary or desirable as a condition of, or in connection with the 
     award of any Incentive, the issuance of shares of Common Stock pursuant 
     thereto, or the removal of any restrictions imposed on such shares, such 
     Incentive shall not be awarded or such shares of Common Stock shall not 
     be issued or such restrictions shall not be removed, as the case may be, 
     in whole or in part, unless such listing, registration, qualification, 


                                       8




     consent or approval shall have been effected or obtained free of any 
     conditions not acceptable to the Company. 

         11.6. ADJUSTMENT.  In the event of any merger, consolidation or 
     reorganization of the Company with any other corporation or 
     corporations, there shall be substituted for each of the shares of 
     Common Stock then subject to the Plan, including shares subject to 
     restrictions, options, or achievement of performance share objectives, 
     the number and kind of shares of stock or other securities to which the 
     holders of the shares of Common Stock will be entitled pursuant to the 
     transaction.  In the event of any recapitalization, stock dividend, 
     stock split, combination of shares or other change in the Common Stock, 
     the number of shares of Common Stock then subject to the Plan, including 
     shares subject to restrictions, options or achievements of performance 
     shares, shall be adjusted in proportion to the change in outstanding 
     shares of Common Stock.  In the event of any such adjustments, the 
     purchase price of any option, the performance objectives of any 
     Incentive, and the shares of Common Stock issuable pursuant to any 
     Incentive shall be adjusted as and to the extent appropriate, in the 
     discretion of the Committee, to provide participants with the same 
     relative rights before and after such adjustment. 

         11.7. INCENTIVE PLANS AND AGREEMENTS.  Except in the case of stock 
     awards or cash awards, the terms of each Incentive shall be stated in a 
     plan or agreement approved by the Committee.  The Committee may also 
     determine to enter into agreements with holders of options to reclassify 
     or convert certain outstanding options, within the terms of the Plan, as 
     Incentive Stock Options or as non-statutory stock options and in order 
     to eliminate SARs with respect to all or part of such options and any 
     other previously issued options. 

         11.8. WITHHOLDING. 

               (a) The Company shall have the right to withhold from any 
         payments made under the Plan or to collect as a condition of 
         payment, any taxes required by law to be withheld.  At any time when 
         a participant is required to pay to the Company an amount required 
         to be withheld under applicable income tax laws in connection with a 
         distribution of Common Stock or upon exercise of an option or SAR, 
         the participant may satisfy this obligation in whole or in part by 
         electing (the "Election") to have the Company withhold from the 
         distribution shares of Common Stock having a value up to the amount 
         required to be withheld.  The value of the shares to be withheld 
         shall be based on the Fair Market Value of the Common Stock on the 
         date that the amount of tax to be withheld shall be determined ("Tax 
         Date"). 

               (b) Each Election must be made prior to the Tax Date.  The 
         Committee may disapprove of any Election, may suspend or terminate 
         the right to make Elections, or may provide with respect to any 
         Incentive that the right to make Elections shall not apply to such 
         Incentive.  An Election is irrevocable. 

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               (c) If a participant is an officer or director of the Company 
         within the meaning of Section 16 of the 1934 Act, then an Election 
         must comply with all of the requirements of the 1934 Act. 

         11.9. NO CONTINUED EMPLOYMENT OR RIGHT TO CORPORATE ASSETS.  No 
     participant under the Plan shall have any right, because of his or her 
     participation, to continue in the employ of the Company for any period 
     of time or to any right to continue his or her present or any other rate 
     of compensation.  Nothing contained in the Plan shall be construed as 
     giving an employee, the employee's beneficiaries or any other person any 
     equity or interests of any kind in the assets of the Company or creating 
     a trust of any kind or a fiduciary relationship of any kind between the 
     Company and any such person. 

         11.10. DEFERRAL PERMITTED.  Payment of cash or distribution of any 
     shares of Common Stock to which a participant is entitled under any 
     Incentive shall be made as provided in the Incentive.  Payment may be 
     deferred at the option of the participant if provided in the Incentive. 

         11.11. AMENDMENT OF THE PLAN.  The Board may amend or discontinue 
     the Plan at any time.  However, no such amendment or discontinuance 
     shall, subject to adjustment under Section 11.6, (a) change or impair, 
     without the consent of the recipient, an Incentive previously granted, 
     (b) materially increase the maximum number of shares of Common Stock 
     which may be issued to all participants under the Plan, (c) materially 
     increase the benefits that may be granted under the Plan, (d) materially 
     modify the requirements as to eligibility for participation in the Plan, 
     or (e) materially increase the benefits accruing to participants under 
     the Plan. 

         11.12. IMMEDIATE ACCELERATION OF INCENTIVES.  Notwithstanding any 
     provision in this Plan or in any Incentive to the contrary, (a) the 
     restrictions on all shares of restricted stock award shall lapse 
     immediately, (b) all outstanding options and SARs will become 
     exercisable immediately, and (c) all performance shares shall be deemed 
     to be met and payment made immediately, if subsequent to the date that 
     the Plan is approved by the Board of Directors of the Company, any of 
     the following events occur unless otherwise determined by the board of 
     directors and a majority of the Continuing Directors (as defined below): 

                (1) any person or group of persons becomes the beneficial 
         owner of 30% or more of any equity security of the Company entitled 
         to vote for the election of directors; 

                (2) a majority of the members of the board of directors of the 
         Company is replaced within the period of less than two years by 
         directors not nominated and approved by the board of directors; or 

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                (3) the stockholders of the Company approve an agreement to 
         merge or consolidate with or into another corporation or an 
         agreement to sell or otherwise dispose of all or substantially all 
         of the Company's assets (including a plan of liquidation). 

         For purposes of this Section 11.12, beneficial ownership by a person 
     or group of persons shall be determined in accordance with Regulation 
     13D (or any similar successor regulation) promulgated by the Securities 
     and Exchange Commission pursuant to the 1934 Act.  Beneficial ownership 
     of more than 30% of an equity security may be established by any 
     reasonable method, but shall be presumed conclusively as to any person 
     who files a Schedule 13D report with the Securities and Exchange 
     Commission reporting such ownership.  If the restrictions and 
     forfeitability periods are eliminated by reason of provision (1), the 
     limitations of this Plan shall not become applicable again should the 
     person cease to own 30% or more of any equity security of the Company. 

         For purposes of this Section 11.12, "Continuing Directors" are 
     directors (a) who were in office prior to the time any of provisions 
     (1), (2 or (3) occurred or any person publicly announced an intention to 
     acquire 20% or more of any equity security of the Company, (b) directors 
     in office for a period of more than two years, and (c) directors 
     nominated and approved by the Continuing Directors. 

         11.13. DEFINITION OF FAIR MARKET VALUE.  Whenever "Fair Market 
     Value" of Common Stock shall be determined for purposes of this Plan, it 
     shall be determined by reference to the last sale price of a share of 
     Common Stock on the principal United States Securities Exchange 
     registered under the 1934 Act on which the Common Stock is listed (the 
     "Exchange"), or, on the National Association of Securities Dealers, Inc. 
     Automatic Quotation System (including the National Market System) 
     ("NASDAQ") on the applic able date. If the Exchange or NASDAQ is closed 
     for trading on such date, or if the Common Stock does not trade on such 
     date, then the last sale price used shall be the one on the date the 
     Common Stock last traded on the Exchange or NASDAQ. 


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