Exhibit 10.2 1996 Stock Option Plan, Administrative Rules and Agreement under which officers of the Company are eligible to receive options to purchase an aggregate of 550,000 shares of the Company's $5 par value common stock. This 1996 Stock Option...

Exhibit 10.2

1996 Stock Option Plan, Administrative Rules and Agreement under which
officers of the Company are eligible to receive  options to purchase an
aggregate of 550,000 shares of the Company's $5 par value common stock.
This 1996 Stock Option Plan, Administrative Rules and Agreement is
incorporated by reference from Form 10-Q of Xxxxxxx Xxxxx, Inc. for the
quarter ended September 30, 1996.
     43