OGDEN CORP, DEF 14A, 1994-04-14

OGDEN CORP
DEF 14A, 1994-04-14
FACILITIES SUPPORT MANAGEMENT SERVICES

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant _x_

Filed by a party other than the registrant ___

Check the appropriate box:

___ Preliminary proxy statement

_x_ Definitive proxy statement

___ Definitive additional materials

___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Ogden Corporation
(Name of Registrant as Specified in its Charter)

Ogden Corporation
(Name of Person(s) Filing the Proxy Statement)

Payment of filing fee (check the appropriate box):

_x_ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).

___ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

- -------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- -------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*

- -------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- -------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and
state how it was determined.

<PAGE>
Ogden Corporation
Two Pennsylvania Plaza
New York, NY 10121
[Logo]
April 13, 1994

TO OUR SHAREHOLDERS:

On behalf of the Board of Directors, it is my pleasure to invite you to
attend Ogden's 1994 Annual Meeting to be held at the Grand Hyatt New York hotel,
42nd Street, west of Lexington Avenue, New York, New York, at 10:30 A.M.
(Eastern Daylight Saving Time), on Thursday, May 26, 1994.

The matters to be acted upon at the meeting are described in the attached
Notice of Annual Meeting and Proxy Statement which we urge you to read
carefully. Time will be set aside at the meeting for discussion of each item of
business described in the Proxy Statement as well as any other matters of
interest to you as a shareholder.

It is important that your shares be represented at the meeting.
Accordingly, whether or not you expect to attend, you are urged to sign, date
and return the enclosed proxy card in the enclosed postage paid envelope to
ensure that your shares will be represented at the Annual Meeting.

R. RICHARD ABLON
PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF OGDEN CORPORATION

Notice is hereby given that the Annual Meeting of Shareholders of Ogden
Corporation ('Ogden') will be held at the Grand Hyatt New York hotel, 42nd
Street, west of Lexington Avenue, New York, New York, on Thursday, May 26, 1994,
at 10:30 A.M. (Eastern Daylight Saving Time), for the following purposes:

(1) To elect five directors to hold office for terms of three years until the
Annual Meeting of Shareholders in 1997 and until their respective successors
have been elected and qualified;

(2) To ratify the appointment of Deloitte & Touche as auditors of Ogden and its
subsidiaries for the year ending December 31, 1994;

(3) To consider and act upon a proposal to approve the adoption by the Board of
Directors of an amendment to the Ogden 1990 Stock Option Plan;

(4) To consider and act upon a proposal to approve the adoption by the Board of
Directors of a CEO Formula Bonus Plan; and

(5) To consider and act upon such other business as may properly come before the
meeting.

The Board of Directors has fixed April 8, 1994, as the record date for the
Annual Meeting and all shareholders of record of Ogden at the close of business
on such date shall be entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

KATHLEEN RITCH,
Vice President and Secretary

Dated: New York, N.Y.
April 13, 1994

IMPORTANT

PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED STAMPED, ADDRESSED ENVELOPE, SO THAT YOUR SHARES MAY
BE VOTED IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING.

<PAGE>
PROXY STATEMENT

The following statement is submitted to shareholders in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of Ogden
Corporation ('Ogden') to be held on May 26, 1994 (the 'Annual Meeting'). The
Annual Meeting will be held at the Grand Hyatt New York hotel, 42nd Street, west
of Lexington Avenue, New York, New York. A proxy card for this meeting is
enclosed. This Proxy Statement and the accompanying proxy card are first being
sent to shareholders on or about April 13, 1994.

The purposes of the Annual Meeting are (1) to elect five directors to hold
office for terms of three years until the Annual Meeting of Shareholders in 1997
and until their respective successors have been elected and qualified; (2) to
ratify the appointment of Deloitte & Touche as auditors of Ogden and its
subsidiaries for the year ending December 31, 1994; (3) to consider and act upon
a proposal to approve the adoption by the Board of Directors of Ogden (the
'Board of Directors') of an amendment to the Ogden 1990 Stock Option Plan; (4)
to consider and act upon a proposal to approve the adoption by the Board of
Directors of a CEO Formula Bonus Plan; and (5) to consider and act upon such
other business as may properly come before the meeting.

The solicitation of proxies to which this Proxy Statement relates is made
by and on behalf of the Board of Directors. The costs of this solicitation will
be paid by Ogden. Such costs include preparation, printing, and mailing of the
Notice of Annual Meeting, proxy cards, and Proxy Statement. The solicitation
will be conducted principally by mail, although directors, officers, and
employees of Ogden and its subsidiaries (at no additional compensation) may
solicit proxies personally or by telephone and telegram. Arrangements will be
made with brokerage houses and other custodians, nominees, and fiduciaries for
proxy material to be sent to their principals, and Ogden will reimburse such
persons for their expenses in so doing. Ogden is also retaining Georgeson &
Company to solicit proxies and will pay Georgeson & Company a fee of $16,500 in
connection therewith.

The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. If no specification is made, the
proxies will be voted FOR the nominees named in this Proxy Statement; FOR the
ratification of Deloitte & Touche as auditors; FOR the approval of the adoption
of the amendment to the Ogden 1990 Stock Option Plan as described in this Proxy
Statement; and FOR the approval of the adoption of a CEO Formula Bonus Plan.
Each proxy is revocable at any time prior to being voted by delivering a
subsequent proxy, by giving written notice to the Secretary of Ogden or by
attending the meeting and voting in person, provided that such action must be
taken in sufficient time to permit the necessary examination and tabulation of
the revocation or the subsequent proxy before the vote is taken.

VOTING SECURITIES

As of April 8, 1994, the record date for the Annual Meeting, Ogden had
outstanding 43,390,781 shares of Common Stock and 55,853 shares of $1.875
Cumulative Convertible Preferred Stock, Partially Participating ('Series A
Preferred Stock'), excluding shares held in the corporate treasury. Each share
of Common Stock is entitled to one vote and each share of Series A Preferred
Stock is entitled to one-half vote per share on all matters to come before the
Annual Meeting, including the election of directors.

The proxy card provides space for a shareholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the shareholder chooses to do so. Each nominee for election as a
director requires a plurality of the votes cast in order to be elected. Each
other proposal submitted to the shareholders requires the affirmative vote of
the holders of a majority of the votes present at the meeting, in person or by
proxy, and entitled to vote. With respect to the election of directors, only
shares that are voted in favor of a particular nominee will be counted towards
achievement of a plurality; where a shareholder properly withholds authority to
vote for a particular nominee such shares will not be counted towards such
nominee's or any other nominee's achievement of plurality. With respect to the
other proposals to be voted upon: (i) if a shareholder abstains from voting on a
proposal, such shares are considered present at the meeting for such proposal
but, since they are not affirmative votes for the proposal, they will have the
same effect as votes against the

<PAGE>
proposal; and (ii) shares registered in the names of brokers or other 'street
name' nominees for which proxies are voted on some but not all matters will be
considered to be voted only as to those matters actually voted, and will not
have the effect of either an affirmative or negative vote as to the matters with
respect to which a beneficial holder has not provided voting instructions
(commonly referred to as 'broker non-votes').

ELECTION OF DIRECTORS -- PROPOSAL NUMBER (1)

The Ogden Restated Certificate of Incorporation provides for a Board of
Directors that is divided into three classes of directors, which are designated
Class I, Class II, and Class III, respectively. The directors elected to each
Class serve three-year terms. The expiration of the terms of the directors
elected in each Class is staggered so that the terms of directors elected to one
of the classes expires at each Annual Meeting of Shareholders. The terms of
office of directors elected to Class I will expire at the Annual Meeting of
Shareholders in 1994, those of the directors elected to Class II will expire at
the 1995 Annual Meeting of Shareholders, and those of the directors elected to
Class III will expire at the 1996 Annual Meeting of Shareholders.

The Board of Directors has nominated the five persons named in the table
below to serve as the Class I directors for terms of office commencing at the
1994 Annual Meeting of Shareholders and continuing until the 1997 Annual Meeting
of Shareholders and until their respective successors are elected and qualified.
Ogden has no reason to believe that any such nominee will be unable to serve as
a director if elected.

NOMINEES FOR CLASS I DIRECTORS

The following table sets forth certain information concerning the nominees
for election as directors. Each of the nominees is presently serving as a
director of Ogden.

THE BOARD RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES

<PAGE>
DIRECTORS WHOSE TERMS CONTINUE

The following table sets forth certain information concerning directors
whose terms are continuing.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
First
Became
Name, Age and Term to a
Other Information Expire Principal Occupation (1) Director
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
R. Richard Ablon: Age 44 1995 President and Chief Executive Officer of Ogden and 1986
Member of Ogden's Management Chairman and Chief Executive Officer of Ogden
Committee; Director of Ogden Projects, Inc.
Projects, Inc.
Constantine G. Caras: Age 55 1995 Executive Vice President and Chief Administrative 1990
Director of Ogden Projects, Inc.; Officer, Ogden.
Director of OMI Corp.
Judith D. Moyers: Age 58 1995 President, Public Affairs Television, Inc.; Home 1978
Member of Ogden's Management Economist and Education Specialist.
Committee and Compensation Committee;
Director, Paine Webber Family of
Mutual Funds; Director, Columbia Real
Estate Investments, Inc.
Robert E. Smith: Age 58 1995 Partner, Rosenman & Colin, a law firm. 1990
Director of Ogden Projects, Inc.;
Director, The Zweig Fund, Inc., and
The Zweig Total Return Fund, Inc.
Abraham Zaleznik: Age 70 1995 Konosuke Matsushita Professor of Leadership 1978
Chairman of Ogden's Compensation Emeritus, Graduate School of Business
Committee and Member of Ogden's Administration, Harvard University.
Management Committee; Director of
American Greetings Inc.; La Chateau
Stores, Ltd.; Grossman's Inc.; TJX
Companies; and The Timberland Co.
Ralph E. Ablon: Age 77 1996 Chairman of the Board, Ogden. 1962
Chairman of Ogden's Management
Committee
Terry Allen Kramer: Age 60 1996 Self employed involving numerous activities, most 1977
Director and General Partner of notably the production of theatrical ventures.
Astoria Studios, Inc.; Chairman of
the Board, American Diversified
Enterprises, Inc.; Liquidating
Trustee, Allen and Company
Maria P. Monet: Age 44 1996 Former Chief Financial Officer, Ogden. 1986
Frederick Seitz: Age 82 1996 President Emeritus of The Rockefeller University. 1977
Chairman of Ogden's Technology
Committee; Member of Ogden's
Management Committee and Compensation
Committee; Director of Profile
Diagnostic Sciences
</TABLE>

(1) Except as set forth below, each named individual has held the specified
positions for at least five years and the specified positions have been the
principal occupations of the named individuals during the past five years:

Ralph E. Ablon served as Chief Executive Officer of Ogden prior to May
1990.

R. Richard Ablon has been President and Chief Executive Officer of
Ogden since May 1990. From January 1987 to May 1990 he served as
President, Chief Operating Officer, Operating Services, Ogden. Mr.
Ablon has served as Chairman of the Board and Chief Executive Officer
of Ogden Projects, Inc. since November 1990.

Mr. Caras has been Executive Vice President and Chief Administrative
Officer of Ogden since July 1990. Since September 1986 Mr. Caras has
served as Executive Vice President of Ogden Services Corporation.

Ms. Monet served as President, Chief Operating Officer, Financial
Services, Ogden, from January 1987 to May 1990 and as Chief Financial
Officer of Ogden until December 1990.

(2) Dr. Abshire served as an Ogden director from 1978 to 1983.

<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS

Management Committee. The Management Committee's principal
functions are to review and evaluate Ogden's strategies, plans,
policies and management needed to meet long-range goals and
objectives. The Committee makes recommendations to the Board of
Directors with respect to nominees for new directors (including
nominations submitted in writing to the Secretary of Ogden by
shareholders not less than 50 days prior to the Annual Meeting and
in compliance with the requirements of Ogden's By-laws) and board
committee memberships. The Committee's functions also include
evaluating and reviewing Ogden's financial status, reviewing
current financial arrangements and current and anticipated
financial requirements, advising management with respect thereto
and advising and recommending with respect to the purchase,
issuance and sale of Ogden securities. There were six meetings of
the Management Committee during 1993.

Compensation Committee. The Compensation Committee, established in
May 1992, is composed of four 'disinterested directors' (within
the meaning of Rule 16b-3 under the Securities Exchange Act) who
are not employees or members of management of Ogden or any of its
subsidiaries. The Compensation Committee is responsible for
reviewing and approving compensation and benefit plans for Ogden
and providing independent judgment as to the fairness of the
compensation and benefit arrangements for senior management of
Ogden and its subsidiaries. The Compensation Committee administers
Ogden's Stock Option Plans, determines the Chief Executive Officer
compensation and reviews and approves the annual salary, bonus and
other benefits, direct or indirect, of other designated members of
senior management of Ogden and its subsidiaries. There were four
meetings of the Compensation Committee during 1993.

Audit Committee. The Audit Committee's principal functions are to
evaluate and review financial procedures, controls and reporting,
compliance with Ogden's Corporate Policy of Business Conduct, and
both the audit scope and audit fees. There were three meetings of
the Audit Committee during 1993.

Technology Committee. The Technology Committee's principal
functions are to collect, review, study and evaluate various
changes and innovations in technology, materials and technical
services that may be of benefit to Ogden's operations. The
Committee also reviews and takes into consideration environmental
standards and pollution-control requirements connected with the
operation by Ogden of various solid waste-to-energy and other
operating facilities across the United States. There were six
meetings of the Technology Committee during 1993.

During 1993 the Board of Directors held six regularly scheduled meetings.
Each director attended at least 75% of the aggregate 1993 meetings of the Board
and of the committees to which they belonged, except Ms. Kramer and Ms. Monet.

DIRECTORS' COMPENSATION

Each Ogden director who is not an employee of Ogden or an Ogden subsidiary
receives an annual director's fee of $9,000 plus $1,500 for each Board of
Directors meeting attended. Each such director also receives an annual fee of
$12,000 for each committee on which such director serves plus $1,500 for each
committee meeting attended. In addition, each such director receives $500 for
each day, or portion thereof, spent away from the director's city of residence
on special director activities. All directors are reimbursed for expenses
incurred in attending Board of Directors and committee meetings. Directors who
are employees of Ogden or an Ogden subsidiary receive no additional compensation
for serving on the Board of Directors or any committee. Effective December 1,
1993, Dr. Kappas was retained on an independent contractor basis as Ogden's
Medical Director and senior advisor, to advise and consult with management on
health issues. Dr. Kappas will receive $1,000 per month as a consulting fee.
Each non-employee director of Ogden on November 14, 1990 was granted a
Director's Stock Option with respect to 25,000 shares of Ogden Common Stock at
an exercise price of $18.3125 per share. See 'Ogden's 1990 Stock Option Plan'
for a description of the Director's Stock Options.

<PAGE>
SECURITY OWNERSHIP BY MANAGEMENT

Information about the ownership of common stock of Ogden and Ogden
Projects, Inc. ('OPI') beneficially owned as of March 1, 1994 by each nominee,
each director, each executive officer named in the Summary Compensation Table
and all directors and executive officers of Ogden as a group is set forth as
follows.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Beneficial Ownership of Beneficial Ownership of
Ogden Common Stock OPI Common Stock
------------------------------- -------------------------------
Name Amount (1) Percentage (2) Amount (1) Percentage (2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Richard Ablon................. 536,554 (3) 1.23 127,874(9) *
Ralph E. Ablon................... 313,526 * None *
David M. Abshire................. 15,200 (4) * 105 *
Constantine G. Caras............. 238,784 (5) * 10,437(10) *
Lynde H. Coit.................... 31,000 (6) * 7,500(14) *
Norman G. Einspruch.............. 18,000 (4) * 13,049(8) *
Rita R. Fraad.................... 43,795 * 718 *
Philip G. Husby.................. 53,000 (7) * 9,000(14) *
Attallah Kappas.................. 26,640 (4) * 25 *
Terry Allen Kramer............... 328,660 (4) * 33,999(11) *
Scott G. Mackin.................. 95,500 (12) * 35,500(14) *
Maria P. Monet................... 30,145 * 25,757(11) *
Judith D. Moyers................. 16,500 (4) * 37 *
Homer A. Neal.................... 15,600 (4) * 5 *
Stanford S. Penner............... 16,000 (4)(13) * 5,025(15) *
Frederick Seitz.................. 15,550 (16) * 12,525(15) *
Robert E. Smith.................. 16,000 (4) * None *
Abraham Zaleznik................. 15,700 (4) * 25,110(11) *
All officers and directors as a
group (21 persons) including
those named above.............. 1,904,915 (17) 4.35 306,666(18) *
</TABLE>

(1) Each individual has sole investment and voting power with respect to all
shares except as otherwise noted. No officer or director owns shares of
Ogden Series A Preferred Stock.

(2) Asterisks indicate beneficial ownership of less than 1.0% of the class.

(3) Includes 200 shares held by Mr. Ablon's wife; 18,000 shares held in trust
for his minor children; and 93,354 shares and 225,000 shares subject to
presently exercisable options at an exercise price of $14.979 per share and
$18.3125 per share, respectively, awarded pursuant to the Ogden 1986 Stock
Option Plan. Mr. Ablon has neither investment nor voting power with respect
to the shares held by his wife and disclaims any beneficial interest in
such shares.

(4) Includes 10,000 shares for Dr. Kappas and 15,000 shares for each of the
other individuals subject to presently exercisable options at an exercise
price of $18.3125 per share awarded pursuant to the Ogden 1990 Stock Option
Plan.

(5) Includes 5,000 shares held jointly with his wife as well as 57,500 shares
and 75,000 shares subject to presently exercisable options at an exercise
price of $14.979 per share and $18.3125 per share, respectively, awarded
pursuant to the Ogden 1986 Stock Option Plan. Mr. Caras has shared
investment and voting power with respect to the 5,000 shares held jointly
with his wife.

(6) Includes 30,000 shares subject to presently exercisable options at an
exercise price of $18.3125 per share awarded pursuant to the Ogden 1986
Stock Option Plan.

(7) Includes 1,000 shares held jointly with his wife as well as 10,000 shares
and 42,000 shares subject to presently exercisable options at an exercise
price of $28.2398 per share and $18.3125 per share, respectively, awarded
pursuant to the Ogden 1986 Stock Option Plan. Mr. Husby has shared
investment and voting power with respect to the 1,000 shares held jointly
with his wife.

(8) Includes 13,000 shares subject to presently exercisable options at an
exercise price of $11.90 per share awarded pursuant to the OPI Directors'
Stock Option Plan.

(9) Includes five shares held by Mr. Ablon's wife; 2,174 shares held in trust
for his minor children; and 125,000 shares subject to presently exercisable
options at an exercise price of $11.90 per share awarded pursuant to the
OPI Employees' Stock Option Plan. Mr. Ablon has neither investment nor
voting power with respect to the shares held by his wife and disclaims any
beneficial ownership in such shares.

<PAGE>
(10) Includes 10,000 shares subject to presently exercisable options at an
exercise price of $11.90 per share awarded pursuant to the OPI Employees'
Stock Option Plan.

(11) Includes 25,000 shares subject to presently exercisable options at an
exercise price of $11.90 per share awarded pursuant to the OPI Directors'
Stock Option Plan.

(12) Includes 10,000 shares and 75,000 shares subject to presently exercisable
options at an exercise price of $26.3983 per share and $18.3125 per share,
respectively, awarded pursuant to the Ogden 1986 and 1990 Stock Option
Plans, respectively.

(13) Dr. Penner shares investment and voting power with his wife with respect to
all shares, which are held in a living trust for his children.

(14) Includes 7,500 shares subject to presently exercisable options at an
exercise price of $11.90 per share awarded pursuant to the OPI Employees'
Stock Option Plan for Messrs. Coit and Husby and 35,000 shares for Mr.
Mackin.

(15) Includes 5,000 shares for Dr. Penner and 12,500 shares for Dr. Seitz which
are subject to presently exercisable options at an exercise price of $11.90
per share awarded pursuant to the OPI Directors' Stock Option Plan.

(16) Includes 350 shares held in trust over which Dr. Seitz has shared voting
and investment power with his children and 12,500 shares which are subject
to presently exercisable options at an exercise price of $18.3125 per share
awarded pursuant to the Ogden 1990 Stock Option Plan.

(17) Includes 816,354 shares subject to presently exercisable options. Does not
include approximately 835,000 shares of Ogden common stock which may be
voted by Messrs. Caras, Coit, Husby and two other individuals as members of
the Investment Committee of Ogden's Group Trust Fund for Profit Sharing
Plans. All disclaim any beneficial interest in the shares held by the Trust
Fund.

(18) Includes 290,500 shares subject to presently exercisable options.

RATIFICATION OF AUDITORS -- PROPOSAL NUMBER (2)

Shareholders are requested to ratify the continued appointment of Deloitte
& Touche as auditors of Ogden and its subsidiaries for the year 1994. A
representative of Deloitte & Touche is expected to be present at the meeting
with the opportunity to make a statement if he or she desires to do so and to
respond to appropriate questions. Deloitte & Touche have been Ogden's auditors
since 1951. Audit services rendered by Deloitte & Touche for the fiscal year
ended December 31, 1993, in addition to the audit of the Consolidated Financial
Statements, included review of financial and related information that is to be
included in filings with the Securities and Exchange Commission; consultation
during the year on matters related to accounting and financial reporting; audits
of financial statements of certain subsidiary companies and of employee benefit
plans contained in filings required pursuant to ERISA; and meeting with the
Audit Committee on matters related to the audit. Although Ogden is not required
to submit the selection of auditors to the shareholders for ratification, it has
elected to do so. In the event such selection is not ratified, Ogden would
consider the selection of other auditors for fiscal years after 1994. However,
it would not be possible to replace Deloitte & Touche as auditors for the 1994
fiscal year without significant disruption of Ogden's business.

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NUMBER (2)

AMENDMENT TO THE OGDEN 1990 STOCK OPTION PLAN -- PROPOSAL NUMBER (3)

The Ogden 1990 Stock Option Plan (the '1990 Plan') is structured to assist
Ogden in attracting, retaining and motivating the best available personnel for
the successful conduct of Ogden's business. A maximum of 3,000,000 shares of
Ogden Common Stock ('Common Stock') were originally authorized for issuance
under the 1990 Plan. Of the shares granted through December 31, 1993, 88% have
been granted to individuals other than the named executive officers listed in
the Summary Compensation Table. These include 145 employees whose principal
responsibilities are focused on the day-to-day management of Ogden's core
business activities. Only 237,000 shares remained available for issuance under
the 1990 Plan at December 31, 1993.

<PAGE>
Consequently, the Board has adopted and the shareholders are requested to
consider and vote upon an amendment to the 1990 Plan to, among other things,
increase by 3,200,000 shares the number of shares of Common Stock reserved for
issuance under the 1990 Plan. In addition to the foregoing increase in
authorized shares, the amendment also adds a new provision limiting the number
of shares that may be made subject to Incentive Awards (as defined below)
granted under the 1990 Plan to any individual. Under the new provision, no more
than 700,000 shares in the aggregate may be made subject to Incentive Awards
granted to any individual in any four year period. Furthermore, the amendment
ELIMINATES the following provisions from the 1990 Plan:

(1) the flexibility to set the exercise price of any Incentive Award
granted under the 1990 Plan at less than 100% of the fair market value of a
share of Common Stock on the date such Incentive Award is granted;

(2) the ability to replace or reprice any outstanding option;

(3) the ability to exercise an option through payment of the exercise
price in shares of Ogden Common Stock owned by the optionee; and

(4) the authorization to grant Tandem and Stand-Alone Stock
Appreciation Rights.

Ogden's strategy is to increase its intrinsic value and ensure premier
market positions in the areas of aviation, entertainment, environmental and
energy services, and waste-to-energy. Achieving this strategy requires the
commitment of employees at all levels and necessitates that we keep our existing
talented employees and attract others. On January 19, 1994 the executive
officers named in the Summary Compensation Table, Messrs. Ablon, Mackin, Caras,
Husby and Coit, were awarded options, subject to shareholder approval of the
foregoing amendment, representing 600,000 shares, 200,000 shares, 25,000 shares,
80,000 shares and 100,000 shares, respectively. Their leadership of Ogden and
Ogden Projects, Inc. is critical to achieving our growth goals.

The Compensation Committee of the Board of Directors has determined that
option grant reviews with respect to any individual will be made only on a four
year cycle and that most of the newly authorized shares will be used for future
options granted to employees on a world-wide basis who are not corporate
officers but who are given line and operational responsibility which can impact
our results. With these newly authorized shares, Ogden will be able to offer
significant ownership opportunities to its key employees which will pay off only
to the extent that shareholder value is increased. This is the most fundamental
way to align employee interests with those of our shareholders.

In connection with its approval of new shares to be issued under the 1990
Plan, the Board of Directors has approved a significant increase in Ogden's
stock repurchase program. The Board of Directors approved an increase in the
existing authorization from 2 million to 3.2 million shares. Linkage of these
two programs is designed to offset earnings per share dilution for existing
shareholders. The Board of Directors expects that the purchase of these shares
will be funded by the proceeds derived from the exercise of options issued under
Ogden's 1986 and 1990 stock option plans. Nevertheless, Ogden's strong cash
flows and overall financial condition provide flexibility as to both price and
timing of the repurchase of shares, and enables Ogden to buy shares in advance
of the exercise of options, thereby offsetting any dilution. The Board of
Directors expects to be able to accomplish this repurchase program without
impeding Ogden's growth and market development plans and while still maintaining
Ogden's very strong financial position.

The Board of Directors believes that the proposed amendment to the 1990
Plan increasing the number of shares authorized for issuance under the plan by
3.2 million will satisfy the objectives of attracting and retaining highly
capable key employees and motivating them to exert their best efforts on behalf
of Ogden and its subsidiaries. The pricing of options at 100% of the fair market
value of Ogden Common Stock on the date of grant and the 700,000 share limit for
a grant to any one employee in any four-year period are designed, in part, to
preserve Ogden's tax deduction upon the exercise of an option, notwithstanding
recent revisions to the Internal Revenue Code that limit the ability of
publicly-held corporations to take deductions for compensation over $1 million
paid to certain executive officers. The Board of Directors also believes that
the amendment to eliminate the ability of the Committee to replace or reprice
'underwater' options, the ability of optionees to pay the exercise price upon
the

<PAGE>
exercise of an Option in shares of Ogden Common Stock and the ability of the
Committee to grant Tandem and Stand-Alone Stock Appreciation Rights are
consistent with the interests of shareholders in narrowly tailoring the design
of the 1990 Plan to fit Ogden's present needs and with the manner in which the
1990 Plan has been administered by the Committee in the past.

Approval of the amendment requires the affirmative vote of the holders of a
majority of the votes present at the meeting, in person or by proxy and entitled
to vote.

A summary of the 1990 Plan and the changes contemplated by the proposed
amendment is set forth below and is qualified in its entirety by reference to
the 1990 Plan as proposed to be amended, attached to this Proxy Statement as
Appendix A.

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NUMBER (3)

1990 PLAN SUMMARY

(A) Administration

The 1990 Plan is administered by the Compensation Committee of the
Board of Directors (the 'Committee'). Other than Director's Options, the
Committee is authorized to designate from time to time the key employees of
Ogden who will be granted options, rights and awards under the 1990 Plan
('Incentive Awards'). The Committee has full authority to administer the
1990 Plan, including authority to interpret and construe the provisions
thereof and to adopt rules and regulations as it may deem necessary.

(B) Stock Available for Issuance

As originally adopted, 3,000,000 shares of Common Stock were available
for issuance under the 1990 Plan. All of the originally authorized shares
have been used for option grants. If the amendment is adopted as
recommended, an additional 3,200,000 shares of Common Stock would be
authorized for issuance under the 1990 Plan.

No Incentive Awards may be granted under the 1990 Plan after October
11, 2000, and no Incentive Award will be exercisable after the expiration
of ten years from the date such Incentive Award was granted.

(D) Employee Options

(i) Options granted under the 1990 Plan shall be identified in an
agreement evidencing each option as either a non-qualified stock option
('NQO') or incentive stock option ('ISO') (collectively referred to herein
as an 'Option').

(ii) As originally adopted, the 1990 Plan does not require the
exercise price of a non-qualified stock option to be based on the fair
market value of Common Stock on the date of grant. If the amendment is
adopted, the exercise price of each Option granted under the 1990 Plan
shall be not less than 100% of the fair market value of a share of Common
Stock on the date of grant (i.e., the average of the high and low sale
prices on such date).

(iii) As originally adopted, the 1990 Plan permitted the replacing or
repricing of outstanding Options which had an exercise price greater than
the fair market value of the Common Stock. If the amendment is adopted,
this feature of the 1990 Plan would be eliminated.

(iv) As originally adopted, the 1990 Plan permitted an optionee to pay
the exercise price of an Option by tendering shares of Common Stock already
owned by the optionee. If the amendment is adopted, this feature of the
1990 Plan would be eliminated and optionees would be required to pay the
exercise price upon the exercise of an Option in cash.

(v) As originally adopted, the 1990 Plan did not limit the number of
shares of Common Stock permitted to be awarded to any individual pursuant
to an Option grant. If the amendment is adopted, the maximum number of
shares of Common Stock that could be subject to Options granted to any
individual during any four-year period would be limited to 700,000 shares.

<PAGE>
(E) Tandem Stock Appreciation Rights ('Tandem SAR') and Stand-Alone Stock
Appreciation Rights ('Stand-alone SAR')

As originally drafted, the 1990 Plan permitted the Committee to grant
Stand-Alone SARs and, in connection with any Option, a Tandem SAR with
respect to a number of shares of Common Stock not exceeding the number of
shares subject to the related Option. In general, the exercise of a Tandem
SAR or Stand-Alone SAR by an optionee entitles the optionee to an amount in
cash, shares of Common Stock or a combination of cash and shares of Common
Stock, as determined by the Committee, with respect to each share subject
thereto, equal to the excess of the value of a share of Common Stock on the
exercise date over the exercise price of the related SAR. If the amendment
is adopted, the 1990 Plan would no longer permit the granting of Tandem
SARs or Stand-Alone SARs.

(F) Limited Stock Appreciation Rights ('LSARs')

The Committee may grant in connection with any Option an LSAR with
respect to a number of shares not exceeding the number of shares subject to
the Option. An LSAR shall be exercisable only during the period commencing
on the first day following the occurrence of a Change in Control (as
defined below) and terminating on the expiration of ninety days after such
date. In general, the exercise of an LSAR entitles the Optionee to an
amount in cash, with respect to each share subject thereto, equal to the
excess of the value of a share of Common Stock on the exercise date over
the exercise price of the related Option.

(G) Termination of Employment, Etc.

In the event that the employment of an optionee terminates (i) for any
reason other than Disability, Retirement, Cause (as such terms are defined
in the 1990 Plan) or death, Options granted to such optionee, to the extent
that they were exercisable at the time of such termination, remain
exercisable until the first anniversary of such termination and those not
exercisable on such date shall expire; (ii) on account of the Disability or
Retirement of the optionee, such optionee is entitled to exercise, at any
time until the expiration of the term of such Option, but not more than one
year after such optionee's death, Options which were exercisable at the
time of such termination or would have become exercisable had the
optionee's employment continued until the first anniversary of such
termination; (iii) on account of death, such optionee shall be entitled to
exercise until the first anniversary of such termination Options which were
exercisable at the time of such termination or would have become
exercisable had the optionee's employment continued until the first
anniversary of such termination; or (iv) for Cause, all outstanding Options
granted to such optionee shall expire at the commencement of business on
the date of such termination. In no case may an Option be exercised after
the expiration of its term.

(H) Directors' Options

Each non-employee Director of Ogden on November 14, 1990 was granted a
Director's Option with respect to 25,000 shares of Common Stock on such
date. Any person who is not an employee of Ogden or a subsidiary of Ogden
who becomes a Director in the future may be granted a Director's Option
with respect to a number of shares of Common Stock determined by the
Committee not to exceed 25,000 shares. Such determination shall be made (i)
in the case of an individual who becomes a Director by election by the
shareholders of Ogden, prior to such election and (ii) in the case of any
other individual, prior to such person's appointment or selection to the
Board of Directors.
The per share exercise price of each Director's Option shall be the
fair market value of a share of Common Stock on the date on which the
Director's Option is granted.
Directors' Options are exercisable with respect to 20% of the number
of shares of Common Stock subject to each such Director's Option upon the
first anniversary of the date on which such Director's Option is granted
and with respect to an additional 20% of the number of shares of Common
Stock subject thereto on each subsequent anniversary of such date.
In the event that the term of a Director's membership on the Board of
Directors terminates for any reason, then (x) any Director's Option granted
to such Director, to the extent that it was

<PAGE>
exercisable at the time of such termination, remains exercisable until the
expiration of one year after the termination of such Director's term, at
which time such Director's Option expires (Y) a Director's Option granted
to such Director to the extent that it was not exercisable at the time of
such termination but would have become exercisable during the one-year
period following such termination becomes exercisable upon such termination
and remains exercisable until the expiration of such one-year period, at
which time such Director's Option shall expire. In no case may a Director's
Option be exercised after the expiration of its term.

(I) Stock Bonuses

As originally adopted, the 1990 Plan permitted the grant of bonuses
payable in Common Stock and did not limit the number of shares permitted to
be awarded to any one individual. If the Amendment is adopted, the maximum
number of shares of Common Stock that could be subject to Incentive Awards,
including stock bonuses, granted to any individual during any four-year
period would be 700,000 shares. Stock bonuses are paid at such times and
subject to such conditions as the Committee determines at the time of
grant.

(J) Change in Control

In general, for purposes of the 1990 Plan, the term 'Change in
Control' means the acquisition by any person of 20% or more of the voting
power of Ogden's outstanding securities, the approval by Ogden's
stockholders of an agreement to merge Ogden or to sell substantially all of
its assets or the occurrence of certain changes in the membership of the
Board of Directors. Upon the occurrence of a Change in Control, each Option
outstanding at the time becomes immediately exercisable.

(K) Federal Income Tax Aspects

An optionee will not be deemed to receive any income at the time a NQO
is granted, nor will Ogden be entitled to a deduction at that time. When
any part of a NQO is exercised, the optionee will be required to recognize
for Federal income tax purposes compensation taxable as ordinary income in
an amount equal to the difference between the exercise price of the NQO and
the fair market value of the shares received on the exercise of the NQO.
Ogden will be entitled to a Federal income tax deduction in an amount equal
to the amount of compensation taxable as ordinary income required to be
recognized by the optionee.
Upon any subsequent sale of the shares acquired upon the exercise of
any NQO, any gain (the excess of the amount received over the fair market
value of the shares on the date ordinary income was recognized) or loss
(the excess of the fair market value of the shares on the date ordinary
income was recognized over the amount received) will be a long-term capital
gain or loss if the sale occurs more than one year after such date or
recognition and otherwise will be a short-term capital gain or loss.
An optionee will not be required to recognize income at the time an
ISO is granted or exercised. If an optionee does not dispose of the shares
acquired on exercise of an ISO within two years after the grant of the ISO
and one year after the exercise of the ISO, the gain (if any) on a
subsequent sale (the excess of the amount received over the exercise price)
or loss (if any) on a subsequent sale (the excess of the exercise price
over the amount received) will be a long-term capital gain or loss. In
order to receive the favorable ISO income tax treatment described in the
preceding sentence, an optionee must exercise his ISO not later than three
months after termination of employment, except in the event of death or
disability. Otherwise, the ISO will be treated as an NQO.
If an optionee sells the shares acquired on exercise of an ISO within
two years after the date of grant of the ISO or within one year after the
exercise of the ISO, the disposition is a 'disqualifying disposition', and
the optionee is required to recognize income in the year of the
'disqualifying disposition' equal to the excess of the amount received for
the shares over the exercise price. Of that income, the portion equal to
the excess of the fair market value of the shares at the time the ISO was
exercised over the exercise price will be treated as compensation and the
remaining portion will be treated as long-term or short-term capital gains
depending on whether the shares were sold more than one year after the ISO
was exercised.

<PAGE>
The Omnibus Budget Reconciliation Act of 1993 amended the Internal
Revenue Code (the 'Code') to include a new Section 162(m), which generally
limits the deduction that may be taken by a publicly-held corporation for
remuneration paid to the corporation's chief executive officer and its four
other most highly compensated executive officers to $1 million, subject to
certain exceptions. Ogden expects to be able to rely on one of the
exceptions to the new provision, thereby preserving the tax deductions that
Ogden would otherwise be entitled to take relating to the exercise of
Options granted pursuant to the 1990 Plan.

ADOPTION OF THE CEO FORMULA BONUS PLAN -- PROPOSAL NUMBER (4)

The Board of Directors has adopted and the shareholders are requested to
consider and vote upon the CEO Formula Bonus Plan (the 'Bonus Plan'). The Bonus
Plan is a performance-based compensation plan designed to meet the requirements
for an exception from the limitations of Section 162(m) of the Code, which
limits the corporate Federal income tax deduction that would otherwise be
available for compensation paid by Ogden to certain executives in certain
circumstances. Set forth below are the material terms of the Bonus Plan.

A) Administration

The Bonus Plan is administered by the Compensation Committee of the
Board of Directors (the 'Committee') which is composed entirely of
non-employee outside directors of Ogden who meet the qualification
requirements of Section 162(m). The Bonus Plan is based upon Ogden's annual
pre-tax return on equity performance. The Committee preestablishes the
performance goal under the Bonus Plan for each year before the CEO's
services begin for such year and while the outcome is substantially
uncertain; reserves the right to terminate the Bonus Plan at any time or to
amend it subject to the requirements of Section 162(m); and retains the
discretion to reduce any amount payable under the Bonus Plan even if the
performance goal is attained. The Bonus Plan shall terminate and become
null and void if it is not approved by Ogden's shareholders at the 1994
Annual Meeting.

B) Eligibility

Participation in the Bonus Plan is limited to the Chief Executive
Officer of Ogden.

C) Significant Definitions

(i) 'Bonus' means the amount approved by the Committee and payable to
the CEO in accordance with the Bonus Plan for each Measurement Year.

(ii) 'Measurement Year' means each calendar year period over which the
Company's Pre-Tax ROE Performance Level is measured.

(iii) '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 Ogden's Statements of Consolidated Income.

(iv) 'Pre-Tax ROE Performance Level' for any Measurement Year means
Ogden's Pre-Tax Income achieved in any such Measurement Year divided by
Shareholders' Equity for such Measurement Year.

(v) '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 Ogden's Statements of
Shareholders' Equity.

(vi) 'Target Bonus' for any Measurement Year shall be equal to the
CEO'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.

D) Determination of Bonus

The Participant will be eligible for an annual cash Bonus with respect
to each Measurement Year based upon Ogden'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

<PAGE>
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.

<TABLE>
<CAPTION>
Pre-Tax ROE Performance Level % Of Target Bonus
<S> <C>
<15%................................................. 0
15% to under 20%..................................... 75%
20% to under 25%..................................... 100%
25% to under 30%..................................... 125%
30% or greater....................................... 150%
</TABLE>

The following is an example of how the Bonus Plan calculation works
using 1993 as the Measurement Year: Ogden's Pre-Tax Income of $125,501,000
divided by Ogden's Shareholders' Equity of $481,084,000 equals 26.1%. The
26.1% Pre-Tax ROE Performance Level earns 125% of Target Bonus. The Target
Bonus of $700,000 multiplied by 125% equals a cash Bonus for the CEO in the
amount of $875,000.

The following table sets forth the amount which would have been
received by Ogden's CEO for 1993 if the Bonus Plan had been in effect.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------

CEO Formula Bonus Plan
- -----------------------------------------------------------------------------------------------
Name and Position Dollar Value
- -----------------------------------------------------------------------------------------------
<S> <C>
R. Richard Ablon -- President and Chief Executive Officer....................... $875,000
Scott G. Mackin -- President and Chief Operating Officer, Ogden Projects,
Inc. ......................................................................... 0
Constantine G. Caras -- Executive Vice President and Chief Administrative
Officer....................................................................... 0
Philip G. Husby -- Senior Vice President and Chief Financial Officer............ 0
Lynde H. Coit -- Senior Vice President and General Counsel...................... 0
Executive Group................................................................. 875,000
Non-Executive Director Group.................................................... 0
Non-Executive Officer Employee Group............................................ 0
</TABLE>

The Board of Directors believes that it would be in the best interest of
Ogden and its shareholders to quantify certain components of compensation paid
to Ogden's CEO for the tax deductibility exception under Section 162(m) of the
Code. Therefore, the Board recommends that shareholders vote FOR the adoption of
the CEO Bonus Formula Plan, a performance-based compensation plan designed to
meet the exemption requirements of Section 162(m) of the Code. Approval of the
CEO Bonus Formula Plan requires the affirmative vote of the holders of a
majority of the votes present at the meeting, in person or by proxy, and
entitled to vote.

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NUMBER (4)

<PAGE>
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

THE EXECUTIVE COMPENSATION PROGRAM

Ogden has designed its executive compensation program to attract, motivate,
and retain the best executives available. Toward this end, the executive
compensation program provides:

A base salary program to attract and retain talented executives who
demonstrate the qualities required in the Ogden corporate culture and meet
the corporation's rigorous goals and standards.

Annual incentive bonus payments that are highly variable based on personal
performance and financial performance relative to realistic market
opportunities. These incentive bonuses reward individuals whose
performance contributes to achieving strategic, financial and other
shareholder objectives. Bonus opportunities are set vis-a-vis the
executives' potential contribution, not solely based on salary level or
pay grade.

Clear and uncomplicated long-term incentives to encourage equity
ownership. The corporation tends not to grant options annually but rather
to make periodic grants to reflect expanded roles or to readjust the total
compensation mix.

CHIEF EXECUTIVE OFFICER (CEO) COMPENSATION

The Committee increased Mr. Ablon's 1994 base salary to $800,000,
representing a 14% increase from his base salary set two years ago (7%
annualized) at $700,000, and awarded an $875,000 incentive bonus payable for
1993 performance. On January 19, 1994, the Committee, subject to shareholder
approval of the amendment to the Ogden 1990 Stock Option Plan set forth herein,
granted to Mr. Ablon a non-qualified stock option with limited stock
appreciation rights (LSARs), for 600,000 shares of Ogden Common Stock at an
exercise price of $22.50 per share, the average of the high and low sales price
of the Common Stock on the date of grant. The LSARs only become exercisable upon
a change in control.

The Committee believes Mr. Ablon should be well compensated in his position
as both President and Chief Executive Officer of Ogden Corporation as well as
Chairman and Chief Executive Officer of Ogden Projects, Inc., an 84.2%-owned
subsidiary of Ogden. The compensation decisions were based on the subjective
business judgement of the Committee, and the factors deliberated and considered
by the Committee in reaching its decisions are summarized below:

Financial Performance -- The Committee is pleased with Ogden's steady
financial performance. In 1993 Ogden achieved a 15% increase in total
revenues and an 11.2% increase in pre-tax income, all while expanding its
global services network at a record rate. These long-term investments for
global expansion will continue to build intrinsic value in the corporation.
A significant part of Ogden's income is represented by its waste-to-energy
business. The Wall Street Journal reported that the pollution control
industry was the second worst performing group in 1993, with a total return
of negative 27%. The Commercial Services Index, the established industry
index in which Ogden is placed by Standard and Poors, experienced a
negative 3.1% total return in 1993. Despite this difficult environment,
Ogden's share price held its ground, with a total return of 5.5%. During
the three years since Mr. Ablon became CEO, Ogden achieved a cumulative
total return of 45%, compared with 4% and 56% cumulative total returns in
the S&P Commercial Services Index and the S&P 500, respectively. The
Committee credits Mr. Ablon for Ogden's financial performance and the
durability of Ogden's stock price during this period. However, the
Committee did not quantitatively assign a weight to these factors.

Competitive Practice in CEO Compensation -- Ogden operates diverse
lines of business and success in its entrepreneurial culture depends on the
marketing and financial acumen as well as the creativity of its executives.
As such, it competes for executive talent with any number of Fortune 500
companies across all industries. Therefore, the Committee reviews summaries
of prevailing CEO compensation practices of Fortune 500 companies in all
industries rather than

<PAGE>
those of companies within a specific industry category. The Committee uses
this information to determine a competitive comfort zone for its decisions.
The Towers Perrin database of Fortune 500 companies showed Mr. Ablon's
combined base salary and bonus payment at the 77th percentile. Based on the
1993 Wall Street Journal/William M. Mercer survey of CEO compensation from
350 proxy statements across industry categories, the sum of Mr. Ablon's
base salary and bonus payment approximated the 75th percentile. Yet his
total direct compensation package, which includes equity incentives, fell
significantly below the Wall Street Journal/William M. Mercer total annual
mean average of $3,489,817. The Committee concluded that, while the base
and bonus components of the Chief Executive Officer's compensation package
are within an acceptable range, the equity incentives granted Mr. Ablon
through December 31, 1993 are well below the mean.

Review of CEO Performance -- In the opinion of the Committee, Mr.
Ablon's personal performance as both President and CEO of Ogden has been
outstanding and he possesses the unique combination of personal
characteristics necessary to lead Ogden. Due to Ogden's diverse services,
it is required to operate in multiple and complex competitive markets and
is expanding the geographic scope of those markets globally. Mr. Ablon is
well suited to these difficult challenges. During 1993 Mr. Ablon
accomplished the three goals agreed to early in the year with the
Committee. First, Mr. Ablon continued to develop Ogden's strong management
team, retaining 96% of key executives and adding several foreign executives
to this team. Second, under Mr. Ablon's leadership, Ogden initiated new
business in more than 12 foreign countries and surpassed its 1993 gross
international sales target. Third, Ogden Projects, Inc., a major subsidiary
of Ogden where he serves as Chairman of the Board and Chief Executive
Officer, began construction of the new waste-to-energy plant in Montgomery
County, Maryland. This project will generate significant income even during
the construction phase and brought the total number of new projects under
construction to four, during 1993.

- ----------------------------------------------------------
In the Committee's judgement, the sum of the foregoing factors warranted a
14% increase in Mr. Ablon's base salary from two years ago (7% annualized) and a
9.4% increase of $75,000 in his annual incentive bonus. With respect to equity
incentives, the Committee believes that a more aggressive stock option program
will better serve the shareholders' interests. The grant of the 600,000 options
in 1994 serves to shift Mr. Ablon's total compensation package more towards
long-term incentives. The Committee does not intend to grant additional options
to Mr. Ablon over the next four years. By granting the full 600,000 up front,
the Committee is providing Mr. Ablon an added incentive to realize the full
value of Ogden's global expansion strategies from this point forward. This long
term incentive pays off only to the extent that Ogden's shareholders' value is
increased. The Committee last awarded Mr. Ablon an option grant in 1990 of
375,000 shares.

OTHER EXECUTIVE COMPENSATION

For Mr. Mackin, President and Chief Operating Officer of OPI, the Ogden
Projects Compensation Committee (the OPI Committee) decided on a 1994 base
salary of $400,000 and a 1993 incentive bonus of $300,000. The OPI Committee
also recommended a 200,000 share grant of Ogden non-qualified stock options with
LSARs to the Ogden Committee, subject to shareholder approval of the amended
plan. Mr. Mackin leads Ogden's key operation, the waste-to-energy business.
OPI's 1993 financial performance was remarkably strong with revenues increasing
from $466 to $681 million and pre-tax income up 11.8% from 1992. In 1993, OPI
expanded the foreign territories in which it holds rights to develop
waste-to-energy projects using the proprietary Martin Combustion System, which
will enable OPI to develop projects in additional international territories. The
Committee unanimously approved the OPI Committee's recommendations.

The Committee decided on 1994 base salaries for Messrs. Caras, Husby and
Coit in the amounts of $265,000, $236,250 and $222,500, respectively, and annual
bonus amounts reflected in the Summary Compensation Table, for 1993 performance.
On January 19, 1994, the Committee, subject to shareholder approval of the
amendments to the Ogden 1990 Stock Option Plan, also awarded non-qualified stock
options with LSARs for 25,000, 80,000 and 100,000 shares to Messrs. Caras, Husby

<PAGE>
and Coit, respectively, at an exercise price of $22.50, the average of the high
and low sales prices of the Common Stock on the date of grant. These decisions
were made based on the Committee's subjective business judgement. In arriving at
these decisions, the Committee considered individual contributions during 1993,
as well as significant changes in roles and responsibilities, and reviewed
summaries of executive compensation surveys published by leading compensation
consulting firms.

With respect to 1993 contributions and responsibilities, the Committee
concluded that each played a pivotal role in Ogden's overall financial and
strategic performance. Mr. Caras, in addition to his role as Chief
Administrative Officer of Ogden Corporation, oversees operation of the
Government Systems business, which won several new contracts during 1993. His
responsibilities were further increased on January 1, 1994, when he was given
operations oversight of an additional business unit, Ogden Facility Services.
Mr. Husby, as Chief Financial Officer, completed the transition period of
restructuring the former Ogden Financial Services Company and effectively
incorporated the functions of that operation into Ogden Corporation without
replacing the former executives. Mr. Coit, as General Counsel of Ogden
Corporation, combined his legal and financial expertise in finalizing business
arrangements with the Walt Disney Company, which allowed the Arrowhead Pond of
Anaheim to become operational in 1993.

In reviewing competitive pay levels, the base salary and bonus awards of
Messrs. Caras, Husby and Coit ranged near the 75th percentile of comparable
positions in other Fortune 500 companies. The value of equity incentives
generally fell short of the 50th percentile, based on a comparison compiled by
Towers Perrin of Fortune 500 stock option plans. The grant of the 1994 options,
if approved by the shareholders, will serve to increase the competitiveness of
the named executive officers' equity incentives and shift the mix of their
compensation more towards long-term performance rewards. In determining the
number of options to grant, the Committee considered existing options and
decided to equalize the total number of options granted to each. The 1994 grants
raise the total number of options to 150,000 each for Messrs. Caras, Husby and
Coit.

POLICY REGARDING DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Prudent evaluation of management's performance should balance assessment of
quantifiable measures as well as thoughtful qualitative judgements. It would not
be in the shareholders' best interests to reduce compensation decisions solely
to a series of formulas that could act as a disincentive to considering
intangible matters of managerial judgement. Conversely, failing to quantify
certain components of compensation paid to executive officers for the tax
deductibility exception under new IRS rules would be an equal disservice to the
shareholders. Therefore, Ogden's policy regarding deductibility of executive pay
in excess of $1 million is to preserve the tax deductibility of the CEO's annual
incentive bonus and stock options by qualifying these two components of
compensation as performance-based under the new IRS rules. The new CEO Formula
Bonus Plan and the amendment to the 1990 Ogden Stock Option Plan, both of which
were adopted by the Committee and the Board, subject to shareholder approval,
are described above.

BENEFIT PLANS AND PROFIT SHARING

The Committee made no changes to employee benefit plans. The Committee
authorized a profit sharing cash payment equal to 10% of annual covered
compensation for each eligible employee. Employees who had previously
participated in the Ogden Corporation Profit Sharing Plan prior to its merger in
1989 are eligible for the cash payment. All payments are taxed as ordinary
income.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Abraham Zaleznik, Chairman
Norman G. Einspruch
Judith Davidson Moyers
Frederick Seitz

<PAGE>
PERFORMANCE GRAPHS

The following performance graphs reflect the cumulative total return on
Ogden's Common Stock as compared with the cumulative total return on the S & P
500 Composite Stock Price Index and the S&P Commercial Services Index for the
last five fiscal years (Graph I) and last three fiscal years (Graph II). The
graphs assume that the value of the initial investment in Ogden Common Stock and
in each index was $100 and that all dividends were reinvested.

GRAPH I
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH I]

12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
________ ________ ________ ________ ________ ________
D O L L A R S
<S> <C> <C> <C> <C> <C> <C>
S&P 500......... 100 132 128 166 179 197
S&P Commercial
Services...... 100 109 91 99 99 95
Ogden........... 100 116 72 83 98 104
</TABLE>

GRAPH II
COMPARISON OF THREE-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH II]
<TABLE>
<CAPTION>

12/31/90 12/31/91 12/31/92 12/31/93
________ ________ ________ ________
D O L L A R S
<S> <C> <C> <C> <C>
S&P 500......... 100 130 140 156
S&P Commercial
Services...... 100 109 108 104
Ogden........... 100 115 137 145
</TABLE>

<PAGE>
EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the aggregate cash and
non-cash compensation for each of the last three fiscal years awarded to, earned
by or paid to the Chief Executive Officer of Ogden and each of Ogden's four
other most highly compensated executive officers whose salary and bonus exceeded
$100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Annual Compensation (1)
Name and --------------------------------------------------------------------------
Principal Other Annual All Other
Position Year Salary Bonus Compensation (2)(3) Compensation (3)(4)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. Richard Ablon, 1993 $700,000 $875,000 $ 107,192(5) $ 165,124
President and Chief Executive Officer, 1992 700,000 800,000 89,353 207,763
Ogden and Chairman and Chief Executive 1991 500,000 700,000
Officer of Ogden Projects, Inc., an
84.2%-owned subsidiary of Ogden
Scott G. Mackin,(6) 1993 325,000 300,000 66,209
President and Chief Operating Officer, 1992 250,000 225,000 55,870
Ogden Projects, Inc., an 84.2%-owned 1991
subsidiary of Ogden
Constantine G. Caras, 1993 250,000 150,000 53,380
Executive Vice President and Chief 1992 230,000 135,000 48,609
Administrative Officer, Ogden 1991 215,000 125,000
Philip G. Husby, 1993 225,000 140,000 41,771
Senior Vice President and Chief 1992 210,000 125,000 44,686
Financial Officer, Ogden 1991 200,000 115,000
Lynde H. Coit, 1993 212,000 125,000 57,026(7) 36,230
Senior Vice President and General 1992 204,000 110,000 53,282 40,090
Counsel, Ogden 1991 194,250 95,000
</TABLE>

(1) Includes annual compensation awarded to, earned by or paid to the individual
during each year that he served as an executive officer of Ogden.

(2) The amounts in this column represent personal benefits which in the
aggregate exceeded the lesser of $50,000 or 10% of the executive's combined
salary and bonus.

(3) In accordance with applicable rules, information with respect to fiscal year
1991 is not included.

(4) Includes, for the fiscal year ending December 31, 1993: (i) 401(K) matching
contributions credited to the account balances of Messrs. Ablon, Caras,
Husby and Coit in the amount of $0, $7,075, $7,075 and $7,075, respectively,
under the Ogden Profit Sharing Plan and an annual contribution in the amount
of $21,006 to Mr. Mackin under the Ogden Projects Profit Sharing Plan; (ii)
as a result of contribution limitations imposed by the terms of the Ogden
Projects Profit Sharing Plan and the Internal Revenue Code, a special
discretionary cash payment was made to Mr. Mackin in the amount of $42,937,
and as a result of Internal Revenue Service compensation limitations and the
participation by Messrs. Ablon, Caras, Husby and Coit in the Ogden
Corporation Profit Sharing Plan prior to its merger in 1989, a cash payment
was made to each of the foregoing executive officers in the amounts of
$160,840, $32,957, $29,534 and $27,342, respectively; and (iii) insurance
premiums paid with respect to life insurance coverage for each of Messrs.
Ablon, Mackin, Caras, Husby and Coit in the amounts of $4,284, $2,266,
$13,348, $5,162 and $1,813, respectively.

(5) Of this amount, $18,291 represents reimbursement for medical expenses
incurred by Mr. Ablon and his family in 1993 and $77,303 represents a charge
for use of the Ogden airplane in 1993.

(6) Mr. Mackin's compensation is paid directly by Ogden Projects, Inc. for
services rendered to Ogden Projects, Inc. and its subsidiaries. Mr. Mackin
was not an executive officer of Ogden during 1991.

(7) Of this amount, $46,813 represents reimbursement for medical expenses
incurred by Mr. Coit and his family in 1993.

<PAGE>
STOCK OPTION TABLE

The following table sets forth information with respect to the named
executive officers of Ogden concerning the exercise of Ogden and Ogden Projects,
Inc. (OPI) stock options during 1993 and the value of unexercised stock options
held as of the end of 1993.
<TABLE>
<CAPTION>
Ogden Corporation Aggregated Option Exercises in 1993 and Fiscal Year-End Option Values
- --------------------------------------------------------------------------------------------------------------------------------

Value of Unexercised
Number of Unexercised In-the-Money Options
Number of Securities Options at FY-End at FY-End (4)
Underlying Options Value ----------------------------- -----------------------------
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R. Richard Ablon....... 6,646 $54,138 (1) 318,354(2) 150,000 $1,843,275 $ 721,875
0 0 125,000(3) 0 551,563 0
Scott G. Mackin........ 0 0 85,000(2) 50,000 360,938 240,625
0 0 35,000(3) 0 154,438 0
Constantine G. Caras... 0 0 132,500(2) 50,000 829,333 240,625
0 0 10,000(3) 0 44,125 0
Philip G. Husby........ 0 0 52,000(2) 28,000 202,125 134,750
0 0 7,500(3) 0 33,094 0
Lynde H. Coit.......... 0 0 30,000(2) 20,000 144,375 96,250
0 0 7,500(3) 0 33,094 0
</TABLE>

(1) Based upon the difference between the exercise price and the average of the
high and low sale prices of Ogden Common Stock on the New York Stock
Exchange Composite Tape on the date of exercise.

(2) Represents options to purchase shares of Common Stock of Ogden granted under
the Ogden Stock Option Plans.

(3) Represents options to purchase shares of Common Stock of OPI granted under
the OPI Stock Option Plan.

(4) Computed based upon the difference between the exercise price and the
average of the high and low sale prices of Ogden and OPI Common Stock on the
New York Stock Exchange Composite Tape on December 30, 1993.

OGDEN EXECUTIVE PENSION PLAN

The Executive Pension Plan is a non-tax-qualified pension plan that is
generally not subject to the provisions of the Employee Retirement Income
Security Act of 1974. Ogden makes annual contributions to a trust established
pursuant to the Executive Pension Plan, as determined by Ogden's actuary, which
are deposited with The Bank of New York pursuant to a grantor trust agreement
between Ogden and The Bank of New York. Ogden does not have access to or use of
the trust assets; however, the assets may be subject to the claims of Ogden's
general creditors in the event of its insolvency or bankruptcy. Amounts payable
under the Executive Pension Plan are generally included in the recipient's
income only when actually paid.

All executive officers of Ogden, including those listed in the Summary
Compensation Table (except Mr. Mackin), are eligible to participate in the
Executive Pension Plan and are entitled to a retirement benefit, subject to
certain offsets, equal to 1.5% of the executive's final average compensation for
the five consecutive highest paid years out of the executive's last ten years
preceding retirement multiplied by the executive's years of service. An eligible
executive becomes fully vested and entitled to a benefit under the Executive
Pension Plan Trust upon the completion of five years of service, unless the
executive was a participant in Ogden's prior pension plan on December 31, 1988,
in which event the executive is automatically fully vested.

Pursuant to the provisions of the Executive Pension Plan, the lump-sum
equivalent of the annual benefit reflected in the following table will be
distributed to the executive in one cash payment upon retirement, subject to
offset by any amounts previously distributed to such executive as a result of
the prior termination of Ogden's pension and supplemental pension plans and
subject to an early retirement reduction of 6% per year prior to age 65. The
amount distributed will be treated by the executive as ordinary income at the
time of distribution. Messrs. Ablon, Caras, Husby and Coit had average earnings
for the past five years of $1,434,890, $592,366, $344,631 and $331,532,
respectively. As of December 31, 1993, the foregoing individuals have accrued
23, 18, 7 and 5 years of

<PAGE>
service, respectively, under the plan and a net lump-sum benefit accrual in the
amount of $16,354, $0, $1,757 and $1,934, respectively. Scott G. Mackin is not
eligible for benefits under the Ogden Executive Pension Plan.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Average Annual
Earnings in 5
Consecutive Highest
Paid Years Out of Estimated Maximum Annual Retirement Benefits
Last 10 Years Based on Years of Service
Preceding (Subject to Offset as Described Above)
Retirement 5 10 15 20 25 30 35
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 ........... $ 22,500 $ 45,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500
350,000 ........... 26,250 52,500 78,750 105,000 131,250 157,500 183,750
400,000 ........... 30,000 60,000 90,000 120,000 150,000 180,000 210,000
450,000 ........... 33,750 67,500 101,250 135,000 168,750 202,500 236,250
500,000 ........... 37,500 75,000 112,500 150,000 187,500 225,000 262,500
600,000 ........... 45,000 90,000 135,000 180,000 225,000 270,000 315,000
700,000 ........... 52,500 105,000 157,500 210,000 262,500 315,000 367,500
800,000 ........... 60,000 120,000 180,000 240,000 300,000 360,000 420,000
1,000,000 ........... 75,000 150,000 225,000 300,000 375,000 450,000 525,000
1,400,000 ........... 105,000 210,000 315,000 420,000 525,000 630,000 735,000
1,600,000 ........... 120,000 240,000 360,000 480,000 600,000 720,000 840,000
</TABLE>

OPI PENSION PLAN

Scott G. Mackin participates in the OPI Pension Plan, a tax-qualified
defined benefit plan subject to the provisions of the Employee Retirement Income
Security Act of 1974. Under the OPI Pension Plan each participant who meets the
plan's vesting requirements will be provided with an annual benefit at or after
age 65 equal to 1.5% of the participant's average compensation during the five
consecutive calendar years of employment out of the ten consecutive calendar
years immediately preceding his retirement date or termination date during which
such average is highest, multiplied by his total years of service with OPI and
any affiliate of OPI. Compensation includes salary and other compensation
received during the year and deferred income earned, but does not include
imputed income, severance pay, special discretionary cash payments or other
noncash compensation. A plan participant who is at least age 55 and who retires
after completion of at least 10 years of employment with OPI or any affiliate of
OPI receives a benefit equal to the amount he would have received if he had
retired at age 65, reduced by an amount equal to 0.5% of the benefit multiplied
by the number of months between the date the participant commenced receiving
benefits and the date he would have received benefits if he had not retired
prior to age 65.

Mr. Mackin also participates in the OPI Supplemental Deferred Benefit Plan
(the 'OPI Supplemental Plan'), a deferred compensation plan which is not
qualified for federal income tax purposes and which provides that, in the event
that the annual retirement benefit of any participant in the OPI Pension Plan
determined pursuant to such plan's benefit formula cannot be paid because of
certain limits on annual benefits and contributions imposed by the Code, the
amount by which such benefit must be reduced will be paid to the participant
from OPI's general assets.

The following table shows the estimated annual retirement benefits payable
in the form of a life annuity at age 65 under the OPI Pension Plan and the OPI
Supplemental Plan. These benefits are not subject to any deduction for Social
Security benefits. Mr. Mackin has 7.5 years of credited service under the OPI
Pension Plan as of December 31, 1993 and had annual average earnings for the
last five years of $392,493.

In order to comply with Code regulations concerning certain
non-discriminatory tests, the OPI Pension Plan was amended, effective as of
January 1, 1994. As amended, the plan provides that all additional benefit
accruals under the plan shall cease effective as of December 31, 1993 and that
all accrued benefits under the plan shall be frozen as of December 31, 1993. OPI
is seeking regulatory or legislative clarification of such tests that would
permit benefit accruals to recommence in 1994.

<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Average Annual
Earnings in 5
Consecutive Highest
Paid Years Out of
Last 10 Years Estimated Annual Retirement Benefits
Preceding Based on Years of Service
Retirement 5 10 15 20 25 30 35
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 ............... $22,500 $45,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500
325,000 ............... 24,375 48,750 73,125 97,500 121,875 146,250 170,625
350,000 ............... 26,250 52,500 78,750 105,000 131,250 157,500 183,750
375,000 ............... 28,125 56,250 84,375 112,500 140,625 168,750 196,875
400,000 ............... 30,000 60,000 90,000 120,000 150,000 180,000 210,000
425,000 ............... 31,875 63,750 95,625 127,500 159,375 191,250 223,125
525,000 ............... 39,375 78,750 118,125 157,500 196,875 236,250 275,625
625,000 ............... 46,875 93,750 140,625 187,500 234,375 281,250 328,125
</TABLE>

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Employment Contracts

(A) R. Richard Ablon is employed by Ogden as its President and Chief Executive
Officer pursuant to an employment agreement which became effective as of
January 1, 1991 and continues through December 31, 1995. Commencing
December 31, 1991 and each December 31 thereafter, the term of the
agreement is automatically extended an additional one year period until Mr.
Ablon reaches his normal retirement date and year to year thereafter.
Either party may elect not to extend the term for an additional one year
period by written notice given to the other at least sixty days prior to
December 31, 1994 or any subsequent December 31, in which event the
agreement would continue in effect until the expiration of its then
existing term, at which time Mr. Ablon's employment would terminate. The
annual salary under the agreement is fixed at a minimum of $500,000 with an
annual incentive bonus in such amount as determined by the Board of
Directors. If Mr. Ablon's employment is terminated by Ogden or if Mr. Ablon
terminates employment for good reason (as described in the agreement) then
Mr. Ablon would be entitled to a cash payment equal to five times the
average of his salary and bonus paid during the term of the agreement.

(B) Mr. Mackin is employed by Ogden Projects, Inc. ('OPI') pursuant to an
employment agreement dated as of January 1, 1994 (the 'Employment
Agreement'). The Employment Agreement provides for a minimum annual salary
in the amount of $400,000 plus an annual incentive bonus in such amount as
may be fixed by the Board of Directors of OPI. The Employment Agreement is
for a three-year term commencing January 1, 1994 and continuing through
December 31, 1996 and year to year thereafter, subject to the right of
either Mr. Mackin or OPI to terminate such employment on December 31, 1994
or any subsequent December 31, upon at least sixty days prior written
notice. The Employment Agreement also provides that if the employee
terminates employment for good reason (as defined in the agreement) or if
the employee's employment is terminated by OPI for any reason other than
for cause (as defined in the agreement) then the employee is entitled to a
severance payment equal to three times the employee's annual salary and
bonus at the time of such termination.

(C) Mr. Caras is employed by Ogden as its Executive Vice President and Chief
Administrative Officer pursuant to an employment agreement which became
effective as of January 1, 1991 and continues through December 31, 1995,
and from year to year thereafter, subject to the right of either party to
terminate such employment as of December 31, 1995, or any subsequent
December 31, upon at least sixty days prior written notice. The annual
salary under the agreement is fixed at a minimum of $200,000 with an annual
incentive bonus in such amount as determined by the Board of Directors. The
agreement also provides that if Ogden terminates the employment of Mr.
Caras for any reason other than for cause (as defined in the agreement) or
if Mr. Caras terminates employment for good reason (as defined in the
agreement), then Mr. Caras

<PAGE>
is entitled to a cash payment equal to three times his annual salary and
bonus at the time of such termination.

(D) Mr. Husby is employed by Ogden as its Senior Vice President and Chief
Financial Officer pursuant to an employment agreement which became
effective as of July 2, 1990 and continues through December 31, 1995 and
year to year thereafter subject to the right of either party to terminate
such employment as of December 31, 1995, or any subsequent December 31,
upon sixty days prior written notice. The annual salary under the agreement
is set at a minimum of $185,000 with an annual incentive bonus in such
amount as determined by the Board of Directors. The agreement also provides
that if Ogden terminates the employment of Mr. Husby for any reason other
than for cause (as defined in the agreement) or if Mr. Husby terminates
employment for good reason (as defined in the agreement), then Mr. Husby is
entitled to a cash payment equal to three times his annual salary and bonus
at the time of such termination.

(E) Mr. Coit is employed by Ogden as its Senior Vice President and General
Counsel pursuant to an employment agreement which became effective as of
January 30, 1990 and continues through April 1, 1994, provided, however,
commencing on April 1, 1990 and each April 1 thereafter, the term thereof
is automatically extended an additional one year period unless terminated
by Ogden upon ninety days prior written notice. Mr. Coit's annual salary
under the agreement will be no less than his base salary in 1989 plus an
incentive bonus in such amount as determined by the Board of Directors. The
agreement provides that if Mr. Coit is terminated by Ogden without cause or
resigns for good reason (as defined in the agreement), Ogden will (a) pay
Mr. Coit an amount equal to his current monthly salary plus one-twelfth his
incentive bonus for the 12-month period ending on the December 31
immediately preceding his date of termination or resignation, times the
lesser of (i) 12 plus 2 for each twelve months of service, or (ii) 36; (b)
purchase Mr. Coit's home for its original purchase price; and (c) continue
his benefits for a number of months equal to the number of months of pay
which Mr. Coit would be entitled during the period of time set forth under
(a) above.

Limited Stock Appreciation Rights

Ogden's 1986 and 1990 Stock Option Plans (the 'Plans') permit, in
connection with the grant of an option award, the grant of tandem limited stock
appreciation rights ('LSARs'). In general, the exercise of an LSAR by an
optionee entitles the optionee to an amount in cash, with respect to each share
subject thereto, equal to the excess of the value of a share of Ogden common
stock (determined in accordance with the Plans) on the exercise date over the
exercise price of the related option award. An LSAR is exercisable only during
the period commencing the first day following the occurrence of a Change in
Control (as defined in each optionee Stock Option Agreement) and terminating on
the expiration of ninety days after such date. In general, the term 'Change in
Control' means the acquisition by any person of 20% or more of the voting power
of Ogden's outstanding securities, the approval by Ogden's stockholders of an
agreement to merge Ogden or to sell substantially all of its assets or the
occurrence of certain changes in the membership of the Ogden Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The maximum amount outstanding during 1993 pursuant to a loan made by Ogden
in 1989 to Mr. Coit, Senior Vice President and General Counsel of Ogden, to
assist Mr. Coit in the purchase of a home in connection with his relocation at
that time was $290,000. The loan is evidenced by a demand note, bearing interest
at the rate of 8% per annum and is secured by a second mortgage on the premises.
As of December 31, 1993 there was an outstanding balance of $290,000.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Ogden's
directors, executive officers and persons who beneficially own more than 10% of
any class of Ogden's equity securities ('Reporting Persons') to file certain
reports concerning their beneficial ownership and changes in their beneficial
ownership of Ogden's equity securities. Ogden believes that during fiscal 1993
all Reporting

<PAGE>
Persons complied with their Section 16(a) filing requirements, except that Mr.
Mackin and Mr. Kappas each filed a late Form 4 reporting a single purchase
transaction in Ogden Common Stock.

OTHER MATTERS

Ogden has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying form of proxy
will use their own discretion in voting with respect to any such matters.

Any proposals of shareholders to be presented at Ogden's Annual Meeting in
1995 must be received at Ogden's principal executive offices, Two Pennsylvania
Plaza, New York, New York 10121, Attn: Vice President and Secretary, not later
than December 15, 1994.

<PAGE>
SCHEDULE A

OGDEN CORPORATION
1990 STOCK OPTION PLAN
AS ADOPTED OCTOBER 11, 1990

AMENDED AND RESTATED AS OF JANUARY 19, 1994

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
1. Purpose of the Plan................................................................................. A-1
2. Definitions......................................................................................... A-1
Board of Directors............................................................................. A-1
Cause.......................................................................................... A-1
Change in Control.............................................................................. A-1
Code........................................................................................... A-1
Committee...................................................................................... A-1
Common Stock................................................................................... A-1
Company........................................................................................ A-1
Director....................................................................................... A-1
Director's LSAR................................................................................ A-2
Director's Option.............................................................................. A-2
Disability..................................................................................... A-2
Exchange Act................................................................................... A-2
Fair Market Value.............................................................................. A-2
Incentive Award................................................................................ A-2
Incentive Stock Option......................................................................... A-2
LSAR........................................................................................... A-2
Non-Qualified Stock Option..................................................................... A-2
Ogden.......................................................................................... A-2
Option......................................................................................... A-2
Participant.................................................................................... A-2
Person......................................................................................... A-2
Plan........................................................................................... A-2
Retirement..................................................................................... A-2
Securities Act................................................................................. A-2
Stock Bonus.................................................................................... A-2
Subsidiary..................................................................................... A-2
3. Stock Subject to the Plan and Certain Individual Limitations........................................ A-3
4. Administration of the Plan.......................................................................... A-3
5. Eligibility......................................................................................... A-4
6. Options............................................................................................. A-4
Identification of Options...................................................................... A-4
Exercise Price................................................................................. A-4
Term and Exercise of Options................................................................... A-4
Limitations on Grant of Incentive Stock Options................................................ A-5
Effect of Termination of Employment............................................................ A-5
Consequences Upon Change in Control............................................................ A-6
Cash Bonuses and Loans......................................................................... A-6
7. Limited Stock Appreciation Rights................................................................... A-6
Benefit Upon Exercise.......................................................................... A-6
Term and Exercise of LSARs..................................................................... A-7
8. Director's Options and Director's LSARs............................................................. A-7
Grant of Director's Options.................................................................... A-7
Identification of Director's Options........................................................... A-7
Exercise Price................................................................................. A-8
Term and Exercise of Options................................................................... A-8
Acceleration of Exercise Date Upon Change in Control........................................... A-8
Effect of Termination of Director's Term....................................................... A-8
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Director's LSARs............................................................................... A-8
9. Stock Bonuses....................................................................................... A-9
10. Adjustment Upon Changes in Common Stock............................................................. A-10
Shares Available for Grants.................................................................... A-10
Outstanding Options, LSARs, Director's Options and Director's LSARs -- Increase or Decrease in
Issued Shares Without Consideration........................................................... A-10
Outstanding Options, LSARs, Director's Options and Director's LSARs -- Certain Mergers......... A-10
Outstanding Options, LSARs, Director's Options and Director's LSARs -- Certain Other
Transactions.................................................................................. A-10
Outstanding Options, LSARs -- Other Changes.................................................... A-11
No Other Rights................................................................................ A-11
11. Rights as a Stockholder............................................................................. A-11
12. No Special Employment Rights; No Right to Incentive Award........................................... A-11
13. Securities Matters.................................................................................. A-11
14. Withholding Taxes................................................................................... A-12
Cash Remittance................................................................................ A-12
Stock Remittance............................................................................... A-12
Stock Withholding.............................................................................. A-12
Participants Subject to Section 16(b).......................................................... A-12
Timing and Method of Elections................................................................. A-13
15. Amendment of the Plan............................................................................... A-13
16. No Obligation to Exercise........................................................................... A-13
17. Transfers Upon Death................................................................................ A-13
18. Expenses and Receipts............................................................................... A-13
19. Failure to Comply................................................................................... A-14
20. Effective Date and Term of Plan..................................................................... A-14
</TABLE>

<PAGE>
1. Purpose of the Plan

This Ogden Corporation 1990 Stock Option Plan is intended to promote the
interests of the Company by providing the employees of the Company and
non-employee directors of Ogden Corporation, who are largely responsible for the
management, growth and protection of the business of the Company, with
incentives and rewards to encourage them to continue in the employ of the
Company.

2. Definitions

As used in the Plan, the following definitions apply to the terms indicated
below:

(a) 'Board of Directors' shall mean the Board of Directors of Ogden.

(b) 'Cause,' when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company on account of (i) the willful and
continued failure by the Participant substantially to perform his duties and
obligations (other than any such failure resulting from his incapacity due to
physical or mental illness) or (ii) the willful engaging by the Participant in
gross misconduct which could reasonably be expected to be materially and
demonstrably injurious to the Company. For purposes of this Section 2(b), no
act, or failure to act, on a Participant's part shall be considered 'willful'
unless done, or omitted to be done, by the Participant in bad faith and without
reasonable belief that his action or omission was in the best interests of the
Company.

(i) any Person (an 'Acquiring Person') becomes the 'beneficial owner'
(as such term is defined in Rule 13d-3 promulgated under the Exchange Act,
a 'Beneficial Owner'), directly or indirectly, of securities of Ogden
representing 20% or more of the combined voting power of the Ogden's then
outstanding securities, other than beneficial ownership by a Participant,
the Company, any employee benefit plan of the Company or any person or
entity organized, appointed or established pursuant to the terms of any
such benefit plan;

(ii) Ogden's stockholders approve an agreement to merge or consolidate
Ogden with another corporation, or an agreement providing for the sale of
substantially all of the assets of Ogden to one or more corporations, in
any case other than with or to a corporation 50% or more of which is
controlled by, or is under common control with, Ogden; or

(iii) during any two-year period, individuals who at the date on which
the period commences constitute a majority of the Board of Directors cease
to constitute a majority thereof for any reason; provided, however, that a
director who was not a director at the beginning of such period shall be
deemed to have satisfied the two-year requirement if such director was
elected by, or on the recommendation of, at least two-thirds of the
directors who were directors at the beginning of such period (either
actually or by prior operation of this provision), other than any director
who is so approved in connection with any actual or threatened contest for
election to positions on the Board of Directors.

The Committee may, in its absolute discretion, define the term Change in Control
to mean, with respect to any Incentive Award (other than any Director's Option
or Director's LSAR), the occurrence of any one or more of the events described
in clauses (i) -- (iii) of this Section 2(c).

(d) 'Code' shall mean the Internal Revenue Code of 1986, as amended from
time to time.

(e) 'Committee' shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint from
time to time to administer the Plan.

(f) 'Common Stock' shall mean Ogden's common stock, $.50 par value per
share.

(g) 'Company' shall mean Ogden and each of its Subsidiaries.

(h) 'Director' shall mean a member of the Board of Directors of Ogden who
is not at the time of reference an employee of the Company and who is entitled
to receive an Incentive Award pursuant to Section 8 hereof.

A-1

<PAGE>
(i) 'Director's LSAR' shall mean a limited stock appreciation right which
is granted pursuant to the provisions of Section 8 hereof and which relates to a
Director's Option. Each Director's LSAR shall be exercisable only in the
alternative to the exercise of its related Director's Option.

(j) 'Director's Option' shall mean an option to purchase shares of Common
Stock of Ogden granted pursuant to Section 8 hereof. Each Director's Option
shall be identified as a Non-Qualified Stock Option in the agreement by which it
is evidenced.

(k) 'Disability' shall mean a condition entitling a Participant to benefits
under the long-term disability policy maintained by the Company and applicable
to him.

(l) 'Exchange Act' shall mean the Securities Exchange Act of 1934, as
amended.

(m) the 'Fair Market Value' of a share of Common Stock with respect to any
day shall be (i) the average of the high and low sales prices on such day of a
share of Common Stock as reported on the principal securities exchange on which
shares of Common Stock are then listed or admitted to trading or (ii) if not so
reported, the average of the closing bid and ask prices on such day as reported
on the National Association of Securities Dealers Automated Quotation System or
(iii) if not so reported, as furnished by any member of the National Association
of Securities Dealers, Inc. selected by the Committee. In the event that the
price of a share of Common Stock shall not be so reported, the Fair Market Value
of a share of Common Stock shall be determined by a qualified appraiser selected
by the Committee.

(n) 'Incentive Award' shall mean an Option, LSAR, Stock Bonus, Director's
Option or Director's LSAR granted pursuant to the terms of the Plan.

(o) 'Incentive Stock Option' shall mean an Option which is an 'incentive
stock option' within the meaning of Section 422A of the Code and which is
identified as an Incentive Stock Option in the agreement by which it is
evidenced.

(p) 'LSAR' shall mean a limited stock appreciation right which is granted
pursuant to the provisions of Section 7 hereof and which relates to an Option.
Each LSAR shall be exercisable only upon the occurrence of a Change in Control
and only in the alternative to the exercise of its related Option.

(q) 'Non-Qualified Stock Option' shall mean (i) an Option which is not an
Incentive Stock Option and which is identified as a Non-Qualified Stock Option
in the agreement by which it is evidenced or (ii) a Director's Option.

(r) 'Ogden' shall mean Ogden Corporation, a Delaware corporation, and its
successors.

(s) 'Option' shall mean an option to purchase shares of Common Stock of
Ogden granted pursuant to Section 6 hereof. Each Option shall be identified as
either an Incentive Stock Option or a Non-Qualified Stock Option in the
agreement by which it is evidenced.

(t) 'Participant' shall mean an employee of the Company or a Director who
is eligible to participate in the Plan and to whom an Incentive Award is granted
pursuant to the Plan, and upon his death, his successors, heirs, executors and
administrators, as the case may be.

(u) 'Person' shall mean a 'person,' as such term is used in Sections 13(d)
and 14(d) of the Exchange Act.

(v) 'Plan' shall mean this Ogden Corporation 1990 Stock Option Plan, as it
may be amended from time to time.

(w) 'Retirement' shall mean the termination of the employment of a
Participant with the Company on or after (i) the first date on which the
Participant has both attained age 55 and completed 5 years of service with the
Company or (ii) the date on which the Participant attains age 65.

(x) 'Securities Act' shall mean the Securities Act of 1933, as amended.

(y) 'Stock Bonus' shall mean a grant of a bonus payable in shares of Common
Stock pursuant to Section 9 hereof.

(z) 'Subsidiary' shall mean any 'subsidiary corporation' within the meaning
of Section 425(f) of the Code.

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3. Stock Subject to the Plan and Certain Individual Limitations

Under the Plan, the Committee may grant to Participants other than
Directors (i) Options, (ii) LSARs and (iii) Stock Bonuses. In addition,
Directors will be granted Director's Options and Director's LSARs pursuant to
the provisions of Section 8 hereof.

Subject to adjustment as provided in Section 10 hereof, the Committee may
grant Options under the Plan to Participants under the Plan, and Director's
Options shall be granted to Directors as provided in Section 8 hereof, with
respect to a number of shares of Common Stock that in the aggregate does not
exceed 6,200,000 shares. The grant of an LSAR or Director's LSAR shall not
reduce the number of shares of Common Stock with respect to which Options or
Director's Options may be granted pursuant to the Plan.

Subject to adjustment as provided in Section 10 hereof, the maximum number
of shares of Common Stock with respect to which Incentive Awards may be granted
under this Plan to any one Participant shall not exceed 700,000 shares in the
aggregate during any period of four consecutive calendar years commencing on or
after January 1, 1994. Each share subject to an Option or Director's Option and
to a related LSAR or Director's LSAR, respectively, shall only count as a single
share for purposes of this limitation.

In the event that any outstanding Option expires, terminates or is
cancelled for any reason (other than pursuant to Paragraph 7(b)(2) hereof), the
shares of Common Stock subject to the unexercised portion of such Option shall
again be available for grants under the Plan. In the event that an outstanding
Option is cancelled pursuant to Paragraph 7(b)(2) hereof by reason of the
exercise of an LSAR, the shares of Common Stock subject to the cancelled portion
of such Option shall not again be available for grants under the Plan. In the
event that any outstanding Director's Option expires, terminates or is cancelled
for any reason (other than pursuant to Paragraph 8(g)(ii)(B) hereof), the shares
of Common Stock subject to the unexercised portion of such Director's Option
shall again be available for grants under the Plan. In the event that an
outstanding Director's Option is cancelled pursuant to Paragraph 8(g)(ii)(B)
hereof by reason of the exercise of a Director's LSAR, the shares of Common
Stock subject to the cancelled portion of such Director's Option shall not again
be available for grants under the Plan.

Shares of Common Stock issued under the Plan may be either newly issued
shares or treasury shares, at the discretion of the Committee.

4. Administration of the Plan

The Plan shall be administered by a Committee of the Board of Directors
consisting of three or more persons, each of whom shall be a 'disinterested
person' within the meaning of Rule 16b-3 promulgated under Section 16 of the
Exchange Act and Section 162(m) of the Code. Subject to Section 3 hereof, the
Committee shall from time to time designate the key employees of the Company who
shall be granted Incentive Awards and the amount and type of such Incentive
Awards, other than Director's Options and Director's LSARs, which shall be
granted pursuant to Section 8 hereof.

The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Committee
shall be final and binding on all parties; provided, however, that the Committee
shall have no authority or discretion with respect to Section 8 hereof to the
extent such authority could cause the Participants granted Incentive Awards
pursuant to such Section 8 to cease to be 'disinterested persons' within the
meaning of Rule 16b-3 promulgated under the Exchange Act or Section 162(m) of
the Code.

The Committee may, in its absolute discretion, determine the time or times
at which each Option shall be exercisable, accelerate the date on which any
Option granted under the Plan becomes exercisable or, subject to Section 6(c)(1)
hereof, extend the term of any Option granted under the Plan.

Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee.

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No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and Ogden shall indemnify and hold harmless
each member of the Committee and each other director or employee of the Company
to whom any duty or power relating to the administration or interpretation of
the Plan has been delegated against any cost or expense (including counsel fees)
or liability (including any sum paid in settlement of a claim with the approval
of the Committee) arising out of any action, omission or determination relating
to the Plan, unless, in either case, such action, omission or determination was
taken or made by such member, director or employee in bad faith and without
reasonable belief that it was in the best interests of the Company.

5. Eligibility

The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such employees of the Company who are largely responsible for
the management, growth and protection of the business of the Company (including
officers of Ogden, whether or not they are directors of Ogden) as the Committee
shall select from time to time and such Directors who are entitled to receive
Incentive Awards pursuant to Section 8 hereof.

6. Options

The Committee may grant Options pursuant to the Plan to Participants who
are not Directors, which Options shall be evidenced by agreements in such form
as the Committee shall from time to time approve. Options shall comply with and
be subject to the following terms and conditions:

(a) Identification of Options

All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.

(b) Exercise Price

The exercise price of any Option granted under the Plan shall be not less
than 100% of the Fair Market Value of a share of Common Stock on the date on
which such Option is granted.

(1) Subject to Section 3 hereof, each Option shall be exercisable on such
date or dates, during such period and for such number of shares of Common Stock
as shall be determined by the Committee on the day on which such Option is
granted and set forth in the Option agreement with respect to such Option;
provided, however, that no Option shall be exercisable after the expiration of
ten years from the date such Option was granted; and, provided, further, that
each Option shall be subject to earlier termination, expiration or cancellation
as provided in the Plan or in the agreement evidencing such Option.

(2) Each Option shall be exercisable in whole or in part; provided, that no
partial exercise of an Option shall be for an aggregate exercise price of less
than $1,000. The partial exercise of an Option shall not cause the expiration,
termination or cancellation of the remaining portion thereof.

(3) An Option shall be exercised by delivering notice to Ogden's principal
office, to the attention of its Benefits Department, no less than three business
days in advance of the effective date of the proposed exercise. Such notice
shall specify the number of shares of Common Stock with respect to which the
Option is being exercised and the effective date of the proposed exercise and
shall be signed by the Participant. The Participant may withdraw such notice at
any time prior to the close of business on the business day immediately
preceding the effective date of the proposed exercise. Payment for shares of
Common Stock purchased upon the exercise of an Option shall be made on the
effective date of such exercise either in cash or by personal check, certified
check, bank cashier's check or wire transfer.

(4) Any Option granted under the Plan may be exercised by a broker-dealer
acting on behalf of a Participant if (i) the broker-dealer has received from the
Participant or Ogden a fully-and duly-endorsed agreement evidencing such Option
and instructions signed by the Participant requesting Ogden to deliver the
shares of Common Stock subject to such Option to the broker-dealer on behalf of

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the Participant and specifying the account into which such shares should be
deposited, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise or, in the case of an Incentive
Stock Option, the disposition of such shares and (iii) the broker-dealer and the
Participant have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220.

(5) Certificates for shares of Common Stock purchased upon the exercise of
an Option shall be issued in the name of the Participant and delivered to the
Participant as soon as practicable following the effective date on which the
Option is exercised.

(6) During the lifetime of a Participant, each Option granted to him shall
be exercisable only by him. No Option shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution.

(d) Limitations on Grant of Incentive Stock Options

(1) The aggregate Fair Market Value of shares of Common Stock with respect
to which 'incentive stock options' (within the meaning of Section 422A of the
Code) granted after December 31, 1986, are exercisable for the first time by a
Participant during any calendar year under the Plan and any other stock option
plan of the Company (or any 'subsidiary' of Ogden as such term is defined in
Section 425 of the Code) shall not exceed $100,000. Such Fair Market Value shall
be determined as of the date on which each such incentive stock option is
granted. In the event that the aggregate Fair Market Value of shares of Common
Stock with respect to such incentive stock options exceeds $100,000, then
Incentive Stock Options granted hereunder to such Participant shall, to the
extent and in the order required by regulations promulgated under the Code (or
any other authority having the force of regulations), automatically be deemed to
be Non-Qualified Stock Options, but all other terms and provisions of such
Incentive Stock Options shall remain unchanged. In the absence of such
Regulations (and authority), or in the event such Regulations (or authority)
require or permit a designation of the options which shall cease to constitute
incentive stock options, Incentive Stock Options shall, to the extent of such
excess and in the order in which they were granted, automatically be deemed to
be Non-Qualified Stock Options, but all other terms and provisions of such
Incentive Stock Options shall remain unchanged.

(2) No Incentive Stock Option may be granted to an individual if, at the
time of the proposed grant, such individual owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of Ogden or
any of its 'subsidiaries' (within the meaning of Section 425 of the Code),
unless (i) the exercise price of such Incentive Stock Option is at least one
hundred and ten percent of the Fair Market Value of a share of Common Stock at
the time such Incentive Stock Option is granted and (ii) such Incentive Stock
Option is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted.

(e) Effect of Termination of Employment

(1) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Disability, Retirement, Cause or death
(i) Options granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
first anniversary of such termination, on which date they shall expire, and (ii)
Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

(2) In the event that the employment of a Participant with the Company
shall terminate on account of the Disability or Retirement of the Participant,
such Participant shall be entitled to exercise, at any time or from time to time
after such termination, Options granted to him hereunder to the extent that such
Options were exercisable at the time of such termination or would have become
exercisable had his employment continued until the first anniversary of such
termination; provided, however, no Option shall be exercisable after the first
anniversary of the Participant's death; and provided, further, that no Option
shall be exercisable after the expiration of its term.

(3) In the event that the employment of a Participant with the Company
shall terminate on account of the death of the Participant, such Participant
shall be entitled to exercise, at any time or from time to

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<PAGE>
time until the first anniversary of such termination, Options granted to him
hereunder to the extent that such Options were exercisable at the time of such
termination or would have become exercisable had his employment continued until
the first anniversary of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

(4) In the event of the termination of a Participant's employment for
Cause, all outstanding Options granted to such Participant shall expire at the
commencement of business on the date of such termination; provided, however,
that no Participant shall be deemed to have been terminated for Cause during the
one year period following any Change in Control.

(5) For purposes of this Section 6(e), an Option shall be deemed to be
exercisable on the date of the termination of the employment of a Participant
with the Company to the extent, if any, it becomes exercisable by acceleration
by the Committee or pursuant to a written agreement between the Company and the
Participant, provided that such acceleration occurs prior to the first
anniversary of such termination of employment.

(f) Consequences Upon Change in Control

Upon the occurrence of a Change in Control, each Option granted under the
Plan and outstanding at such time shall become fully and immediately exercisable
and shall remain exercisable until its expiration, termination or cancellation
pursuant to the terms of the Plan.

(g) Cash Bonuses and Loans

(1) The Committee may, in its absolute discretion, grant to any Participant
a cash bonus in an amount determined by the Committee to enable the Participant
to pay any federal, state or local income taxes arising out of the exercise of
an Option.

(2) The Committee may, in its absolute discretion, provide a loan to any
Participant in an amount determined by the Committee to enable the Participant
to pay (i) any federal, state or local income taxes arising out of the exercise
of an Option or (ii) the exercise price with respect to any Option. Any such
loan (i) shall be for such term and at such rate of interest as the Committee
may determine, (ii) shall be evidenced by a promissory note in a form determined
by the Committee and executed by the Participant and (iii) shall be subject to
such other terms and conditions as the Committee may determine.

7. Limited Stock Appreciation Rights

The Committee may grant in connection with any Option granted hereunder one
or more LSARs relating to a number of shares of Common Stock less than or equal
to the number of shares of Common Stock subject to the related Option. An LSAR
may be granted at the same time as, or subsequent to the time that, its related
Option is granted. Each LSAR shall be evidenced by an agreement in such form as
the Committee shall from time to time approve. Each LSAR granted hereunder shall
be subject to the following terms and conditions:

(a) Benefit Upon Exercise

(1) The exercise of an LSAR relating to a Non-Qualified Stock Option with
respect to any number of shares of Common Stock shall entitle the Participant to
a cash payment, for each such share, equal to the excess of (i) the greatest of
(A) the highest price per share of Common Stock paid in the Change in Control in
connection with which such LSAR became exercisable, (B) the Fair Market Value of
a share of Common Stock on the date of such Change in Control and (C) the Fair
Market Value of a share of Common Stock on the effective date of such exercise
over (ii) the exercise price of the related Option. Such payment shall be paid
as soon as practical, but in no event later than the expiration of five business
days, after the effective date of such exercise.

(2) The exercise of an LSAR relating to an Incentive Stock Option with
respect to any number of shares of Common Stock shall entitle the Participant to
a cash payment, for each such share, equal to the excess of (i) the Fair Market
Value of a share of Common Stock on the effective date of such exercise over
(ii) the exercise price of the related Option. Such payment shall be paid as
soon as practical, but in no event later than the expiration of five business
days, after the effective date of such exercise.

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(b) Term and Exercise of LSARs

(1) An LSAR shall be exercisable only during the period commencing on the
first day following the occurrence of a Change in Control and terminating on the
expiration of ninety days after such date. Notwithstanding the preceding
sentence of this Section 7(b), in the event that an LSAR held by any Participant
who is or may be subject to the provisions of Section 16(b) of the Exchange Act
becomes exercisable prior to the expiration of six months following the date on
which it is granted, then the LSAR shall also be exercisable during the period
commencing on the first day immediately following the expiration of such six
month period and terminating on the expiration of ninety days following such
date. Notwithstanding anything else herein, an LSAR relating to an Incentive
Stock Option may be exercised with respect to a share of Common Stock only if
the Fair Market Value of such share on the effective date of such exercise
exceeds the exercise price relating to such share. Notwithstanding anything else
herein, an LSAR may be exercised only if and to the extent that the Option to
which it relates is exercisable.

(2) The exercise of an LSAR with respect to a number of shares of Common
Stock shall cause the immediate and automatic cancellation of the Option to
which it relates with respect to an equal number of shares. The exercise of an
Option, or the cancellation, termination or expiration of an Option (other than
pursuant to this Paragraph (2)), with respect to a number of shares of Common
Stock, shall cause the cancellation of the LSAR related to it with respect to an
equal number of shares.

(3) Each LSAR shall be exercisable in whole or in part; provided, that no
partial exercise of an LSAR shall be for an aggregate exercise price of less
than $1,000. The partial exercise of an LSAR shall not cause the expiration,
termination or cancellation of the remaining portion thereof.

(4) During the lifetime of a Participant, each LSAR granted to him shall be
exercisable only by him. No LSAR shall be assignable or transferable otherwise
than by will or by the laws of descent and distribution and otherwise than
together with its related Option.

(5) An LSAR shall be exercised, subject to the requirements of Paragraph
7(b) above, by delivering notice to Ogden's principal office, to the attention
of its Benefits Department, no less than three business days in advance of the
effective date of the proposed exercise. Such notice shall specify the number of
shares of Common Stock with respect to which the LSAR is being exercised and the
effective date of the proposed exercise and shall be signed by the Participant.
The Participant may withdraw such notice at any time prior to the close of
business on the business day immediately preceding the effective date of the
proposed exercise.

8. Director's Options and Director's LSARs

Director's Options and Director's LSARs shall be granted pursuant to this
Section 8, in the amounts and subject to the terms and conditions hereinafter
set forth. Each Director's Option and Director's LSAR shall be evidenced by an
agreement in the form set forth as Exhibit A hereto.

(a) Grant of Director's Options

(1) Each individual who on November 14, 1990, is a Director shall be
granted on such date a Director's Option with respect to 25,000 shares of Common
Stock.

(2) Each individual who becomes a Director after November 14, 1990, may be
granted a Director's Option with respect to a number of shares of Common Stock
determined by the Committee not to exceed 25,000 shares. Such determination
shall be made (i) in the case of an individual who becomes a Director by
election by the shareholders of Ogden, prior to such election and (ii) in the
case of any other individual, prior to such person's appointment or selection to
the Board of Directors. Such Director's Option shall be granted on the date on
which such individual's term as a Director commences.

(b) Identification of Director's Options

All Director's Options granted under the Plan shall be clearly identified
in the agreement evidencing such Director's Options as Non-Qualified Stock
Options.

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(c) Exercise Price

The per share exercise price of each Director's Option shall be equal to
the Fair Market Value of a share of Common Stock on the date on which the
Director's Option is granted.
(d) Term and Exercise of Options
(1) Director's Options shall become exercisable with respect to 20% of the
number of shares of Common Stock subject to each such Director's Option upon the
first anniversary of the date on which such Director's Option is granted and
with respect to an additional 20% of the number of shares of Common Stock
subject thereto on each subsequent anniversary of such date. Each Director's
Option shall be exercisable until the expiration of ten years after the date on
which it is granted; provided, that each Director's Option shall be subject to
earlier termination, expiration or cancellation as provided herein.
(2) Each Director's Option shall be exercisable in whole or in part;
provided, that no partial exercise of a Director's Option shall be for an
aggregate exercise price of less than $1,000. The partial exercise of a
Director's Option shall not cause the expiration, termination or cancellation of
the remaining portion thereof.
(3) A Director's Option shall be exercised by delivering notice to Ogden's
principal office, to the attention of its Benefits Department, no less than
three business days in advance of the effective date of the proposed exercise.
Such notice shall specify the number of shares of Common Stock with respect to
which the Director's Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Participant. The Participant may
withdraw such notice at any time prior to the close of business on the business
day immediately preceding the effective date of the proposed exercise. Payment
for shares of Common Stock purchased upon the exercise of a Director's Option
shall be made on the effective date of such exercise either in cash or by
personal check, certified check, bank cashier's check or wire transfer.
(4) Any Director's Option granted under the Plan may be exercised by a
broker-dealer acting on behalf of a Participant if (i) the broker-dealer has
received from the Participant or the Company a fully-and duly-endorsed agreement
evidencing such Director's Option and instructions signed by the Participant
requesting Ogden to deliver the shares of Common Stock subject to such
Director's Option to the broker-dealer on behalf of the Participant and
specifying the account into which such shares should be deposited and (ii) the
broker-dealer and the Participant have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220.
(5) Certificates for shares of Common Stock purchased upon the exercise of
a Director's Option shall be issued in the name of the Participant and delivered
to the Participant as soon as practicable following the effective date on which
the Director's Option is exercised.
(6) During the lifetime of a Participant, each Director's Option granted to
him shall be exercisable only by him. No Director's Option shall be assignable
or transferable otherwise than by will or by the laws of descent and
distribution.
(e) Acceleration of Exercise Date Upon Change in Control
Upon the occurrence of a Change in Control, any Director's Option granted
under the Plan and outstanding at such time shall become fully and immediately
exercisable and shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.
(f) Effect of Termination of Director's Term
In the event that the term of a Participant's membership on the Board of
Directors terminates for any reason, then (x) Director's Options granted to such
Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of one year after the
termination of such Participant's term, at which time such Director's Options
shall expire and (y) Director's Options granted to such Participant, to the
extent that they were not exercisable at the time of such termination and would
have become exercisable during the one-year period following such termination
had such termination not occurred, shall become exercisable upon such
termination and shall remain exercisable until the expiration of such one-year
period, at which time such Director's Options shall expire; provided, however,
that no Director's Option shall be exercisable after the expiration of its term.

(g) Director's LSARs

Each Director's Option shall include a Director's LSAR with respect to a
number of shares of

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Common Stock equal to the number of shares of Common Stock subject to such
Director's Option, which Director's LSAR shall be evidenced by the agreement
evidencing such Director's Option. Each Director's LSAR granted hereunder shall
be subject to the following terms and conditions:

(i) Benefit Upon Exercise

The exercise of a Director's LSAR with respect to any number of shares of
Common Stock shall entitle the Participant to a cash payment, for each such
share, equal to the excess of (i) the greatest of (A) the highest price per
share of Common Stock paid in the Change in Control in connection with which
such LSAR became exercisable, (B) the Fair Market Value of a share of Common
Stock on the date of such Change in Control and (C) the Fair Market Value of a
share of Common Stock on the effective date of such exercise over (ii) the
exercise price of the related Director's Option. Such payment shall be paid as
soon as practical, but in no event later than the expiration of five business
days, after the effective date of such exercise.

(ii) Term and Exercise of LSARs

(A) Each Director's LSAR shall be exercisable only during the period
commencing on the first day following the occurrence of a Change in Control and
terminating on the expiration of ninety days after such date. Notwithstanding
the preceding sentence of this Section 8(g)(ii)(A), in the event that a
Director's LSAR becomes exercisable prior to the expiration of six months
following the date on which it is granted, then the Director's LSAR shall also
be exercisable during the period commencing on the first day immediately
following the expiration of such six month period and terminating on the
expiration of ninety days following such date. Notwithstanding anything else
herein, a Director's LSAR may be exercised only if and to the extent that the
Director's Option to which it relates is exercisable.

(B) The exercise of a Director's LSAR with respect to a number of shares of
Common Stock shall cause the immediate and automatic cancellation of the
Director's Option to which it relates with respect to an equal number of shares.
The exercise of a Director's Option, or the cancellation, termination or
expiration of a Director's Option (other than pursuant to this Paragraph (B)),
with respect to a number of shares of Common Stock, shall cause the cancellation
of the Director's LSAR related to it with respect to an equal number of shares.

(C) Each Director's LSAR shall be exercisable in whole or in part;
provided, that no partial exercise of a Director's LSAR shall be for an
aggregate exercise price of less than $1,000. The partial exercise of a
Director's LSAR shall not cause the expiration, termination or cancellation of
the remaining portion thereof. Upon the partial exercise of a Director's LSAR,
the agreement evidencing the Director's LSAR and the related Director's Option
shall be returned to the Participant exercising such Director's LSAR together
with the payment described in Paragraph 8(g)(i) hereof.

(D) During the lifetime of a Participant, each Director's LSAR granted to
him shall be exercisable only by him. No Director's LSAR shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution
and otherwise than together with its related Director's Option.

(E) A Director's LSAR, subject to the requirements of Paragraph 8(g)(ii)
above, shall be exercised by delivering notice to Ogden's principal office, to
the attention of its Benefits Department, no less than three business days in
advance of the effective date of the proposed exercise. Such notice shall
specify the number of shares of Common Stock with respect to which the
Director's LSAR is being exercised and the effective date of the proposed
exercise and shall be signed by the Participant. The Participant may withdraw
such notice at any time prior to the close of business on the business day
immediately preceding the effective date of the proposed exercise.

9. Stock Bonuses

Subject to Section 3 hereof, the Committee may grant Stock Bonuses in such
amounts as it shall determine from time to time. A Stock Bonus shall be paid at
such time and subject to such conditions as the Committee shall determine at the
time of the grant of such Stock Bonus. Certificates for shares of Common Stock
granted as a Stock Bonus shall be issued in the name of the Participant to whom
such grant was made and delivered to such Participant as soon as practicable
after the date on which such Stock Bonus is required to be paid.

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10. Adjustment Upon Changes in Common Stock

(a) Shares Available for Grants

In the event of any change in the number of shares of Common Stock
outstanding by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate change,
the maximum aggregate number of shares of Common Stock with respect to which the
Committee may grant Options, Director's Options and Stock Bonuses shall be
appropriately adjusted by the Committee. In the event of any change in the
number of shares of Common Stock outstanding by reason of any other event or
transaction, the Committee may, but need not, make such adjustments in the
number and class of shares of Common Stock with respect to which Options and
Stock Bonuses may be granted as the Committee may deem appropriate.

(b) Outstanding Options, LSARs, Director's Options and Director's
LSARs -- Increase or Decrease in Issued Shares Without Consideration

Subject to any required action by the shareholders of Ogden, in the event
of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
or payment of consideration by Ogden, the Committee shall proportionally adjust
the number of shares of Common Stock subject to each outstanding Option, LSAR,
Director's Option and Director's LSAR and the exercise price per share of Common
Stock of each such Option, LSAR, Director's Option and Director's LSAR.

Subject to any required action by the shareholders of Ogden, in the event
that Ogden shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option, LSAR,
Director's Option and Director's LSAR outstanding on the date of such merger or
consolidation shall pertain to and apply to the securities which a holder of the
number of shares of Common Stock subject to such Option, LSAR, Director's Option
or Director's LSAR would have received in such merger or consolidation.

(d) Outstanding Options, LSARs, Director's Options and Director's
LSARs -- Certain Other Transactions

In the event of (i) a dissolution or liquidation of Ogden, (ii) a sale of
all or substantially all of Ogden's assets, (iii) a merger or consolidation
involving Ogden in which Ogden is not the surviving corporation or (iv) a merger
or consolidation involving Ogden in which Ogden is the surviving corporation but
the holders of shares of Common Stock receive securities of another corporation
and/or other property, including cash, the Committee shall, in its absolute
discretion, have the power to:

(i) cancel, effective immediately prior to the occurrence of such
event, each Option (including each LSAR related thereto) outstanding
immediately prior to such event (whether or not then exercisable), and, in
full consideration of such cancellation, pay to the Participant to whom
such Option was granted an amount in cash, for each share of Common Stock
subject to such Option, equal to the excess of (A) the value, as determined
by the Committee in its absolute discretion, of the property (including
cash) received by the holder of a share of Common Stock as a result of such
event over (B) the exercise price of such Option; or

(ii) provide for the exchange of each Option (including any related
LSAR) outstanding immediately prior to such event (whether or not then
exercisable) for an option with respect to, as appropriate, some or all of
the property for which such Option is exchanged and, incident thereto, make
an equitable adjustment as determined by the Committee in its absolute
discretion in the exercise price of the Option or the number of shares or
amount of property subject to the Option or, if appropriate, provide for a
cash payment to the Participant to whom such Option was granted in partial
consideration for the exchange of the Option.

Upon the occurrence of any event described in this Paragraph 10(d), the
Committee shall, with respect to each Director's Option and Director's LSAR
outstanding immediately prior to such event

A-10

<PAGE>
(whether or not then exercisable), take the action described in clause (i)
above, except that the value of the property received in exchange for a
share of Common Stock pursuant to such event shall be the fair market value
of such property.

(e) Outstanding Options, LSARs -- Other Changes

In the event of any change in the capitalization of Ogden or corporate
change other than those specifically referred to in Sections 10(b), (c) or (d)
hereof, the Committee may, in its absolute discretion, make such adjustments in
the number and class of shares subject to Options and LSARs outstanding on the
date on which such change occurs and in the per share exercise price of each
such Option and LSAR, as the Committee may consider appropriate to prevent
dilution or enlargement of rights.

(f) No Other Rights

Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of Ogden or any other corporation. Except as expressly provided in
the Plan, no issuance by Ogden 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 of shares of Common
Stock subject to an Incentive Award or the exercise price of any Option, LSAR,
Director's Option or Director's LSAR.

11. Rights as a Stockholder

No person shall have any rights as a stockholder with respect to any shares
of Common Stock covered by or relating to any Incentive Award granted pursuant
to this Plan until the date of the issuance of a stock certificate with respect
to such shares. Except as otherwise expressly provided in Section 10 hereof, no
adjustment to any Incentive Award shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.

12. No Special Employment Rights; No Right to Incentive Award

Nothing contained in the Plan or any Incentive Award shall confer upon any
Participant any right with respect to the continuation of his employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.

No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.

13. Securities Matters

(a) Ogden shall be under no obligation to effect the registration pursuant
to the Securities Act of any shares of Common Stock to be issued hereunder or to
effect similar compliance under any state laws. Notwithstanding anything herein
to the contrary, Ogden shall not be obligated to cause to be issued or delivered
any certificates evidencing shares of Common Stock pursuant to the Plan unless
and until Ogden is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on which
shares of Common Stock are traded. The Committee may require, as a condition of
the issuance and delivery of certificates evidencing shares of Common Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.

A-11

<PAGE>
(b) The exercise of any Option granted hereunder shall only be effective at
such time as counsel to Ogden shall have determined that the issuance and
delivery of shares of Common Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of any securities exchange on which shares of Common Stock are
traded. Ogden may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. Ogden shall inform the Participant in writing
of its decision to defer the effectiveness of the exercise of an Option granted
hereunder. During the period that the effectiveness of the exercise of an Option
has been deferred, the Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect thereto.

14. Withholding Taxes

(a) Cash Remittance

Subject to Paragraph 14(d) whenever shares of Common Stock are to be issued
upon the exercise of an Option or a Director's Option or in connection with the
grant of a Stock Bonus, Ogden shall have the right to require the Participant to
remit to Ogden in cash an amount sufficient to satisfy federal, state and local
withholding tax requirements, if any, attributable to such exercise or grant
prior to the delivery of any certificate or certificates for such shares. In
addition, upon the exercise of an LSAR Ogden shall have the right to withhold
from any cash payment required to be made pursuant thereto an amount sufficient
to satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise.

(b) Stock Remittance

At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of an
Option or a Director's Option or the grant of a Stock Bonus, the Participant may
tender to Ogden a number of shares of Common Stock determined by such
Participant, the Fair Market Value of which at the tender date the Committee
determines to be sufficient to satisfy the federal, state and local withholding
tax requirements, if any, attributable to such exercise or grant and not greater
than the Participant's estimated total federal, state and local tax obligations
associated with such exercise or grant. Such election shall satisfy the
Participant's obligations under Paragraph 14(a) hereof, if any.

At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of an
Option or a Director's Option or the grant of a Stock Bonus, Ogden shall
withhold a number of such shares determined by such Participant, the Fair Market
Value of which at the exercise date the Committee determines to be sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise or grant and is not greater than the Participant's
estimated total federal, state and local tax obligations associated with such
exercise or grant. Such election shall satisfy the Participant's obligations
under Paragraph 14(a) hereof, if any.

(d) Participants subject to Section 16(b)

Notwithstanding the last sentence of Section 9 hereof, the Company shall
hold as custodian for any Participant who is subject to the provisions of
Section 16(b) of the Exchange Act and who has not made an election pursuant to
Section 83(b) of the Code stock certificates evidencing the total number of
shares of Common Stock required to be issued pursuant to the grant of a Stock
Bonus until the expiration of six months following the date of such grant. Upon
the expiration of such six-month period, the Participant shall remit to the
Company in cash an amount sufficient to satisfy federal, state and local
withholding tax requirements, if any, attributable to such grant prior to the
delivery of any certificate or certificates for such shares, unless the
Participant has made an election pursuant to Paragraph 14(b) or (c) hereof, in
which case the Participant shall tender a number of shares prior to such
delivery, or the Company shall withhold a number of shares, respectively,
determined pursuant to such Paragraph. Paragraph 14(a) hereof, and not this
Paragraph 14(d), shall apply if the date on which

A-12

<PAGE>
income is required to be recognized for federal income tax purposes with respect
to such grant is more than six months after such grant.

(e) Timing and Method of Elections

(1) Notwithstanding any other provisions of the Plan, in order to be
effective, an election under Paragraph 14(c) relating to a Stock Bonus made by a
Participant who is subject to Section 16(b) of the Exchange Act must (i) be
irrevocable and be made not less than six months in advance of the date on which
income is required to be recognized with respect to the grant or (ii) take
effect during a window period described in Rule 16b-3(e)(3) of the Exchange Act.

(2) Notwithstanding any other provisions of the Plan, in order to be
effective, an election under Paragraph 14 (c) relation to an Option or
Director's Option made by a Participant who is subject to Section 16(b) of the
Exchange Act must (i) take effect during a window period described in Rule 16b-
3(e)(3) under the Exchange Act and exercise of the Option or Director's Option
must occur at least six months after the grant date or (ii) be irrevocable and
be made not less than six months in advance of the date of exercise.

(3) Such elections shall be made by the delivery to Ogden's principal
office, to the attention of its Benefits Department, of a written notice signed
by the Participant. A Participant can change an irrevocable election made in
accordance with clause 14(e)(1)(i) or clause 14(e)(2)(ii) through another
irrevocable election that takes effect at least six months thereafter.

15. Amendment of the Plan

The Board of Directors may at any time suspend or discontinue the Plan or
revise or amend it in any respect whatsoever; provided, however, that without
approval of the shareholders no revision or amendment shall (i) except as
provided in Section 10 hereof, increase the number of shares of Common Stock
that may be issued under the Plan, (ii) materially increase the benefits
accruing to individuals holding Incentive Awards granted pursuant to the Plan,
(iii) materially modify the requirements as to eligibility for participation in
the Plan or (iv) modify or amend the provisions of Section 8 hereof or any terms
and conditions of the Plan with respect to Director's Options or Director's
LSARs.

16. No Obligation to Exercise

The grant to a Participant of an Option, LSAR, Director's Option or
Director's LSAR shall impose no obligation upon such Participant to exercise
such Option, LSAR, Director's Option or Director's LSAR.

17. Transfers Upon Death

Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind Ogden
unless the Committee shall have been furnished with (a) written notice thereof
and with a copy of the will and/or such evidence as the Committee may deem
necessary to establish the validity of the transfer and (b) an agreement by the
transferee to comply with all the terms and conditions of the Incentive Award
that are or would have been applicable to the Participant and to be bound by the
acknowledgements made by the Participant in connection with the grant of the
Incentive Award.

18. Expenses and Receipts

The expenses of the Plan shall be paid by Ogden. Any proceeds received by
Ogden in connection with any Incentive Award will be used for general corporate
purposes.

A-13

<PAGE>
19. Failure to Comply

In addition to the remedies of Ogden elsewhere provided for herein, failure
by a Participant to comply with any of the terms and conditions of the Plan or
the agreement executed by such Participant evidencing an Incentive Award, unless
such failure is remedied by such Participant within ten days after having been
notified of such failure by the Committee, shall be grounds for the cancellation
and forfeiture of such Incentive Award, in whole or in part, as the Committee,
in its absolute discretion, may determine.

20. Effective Date and Term of Plan

The Plan was adopted by the Board of Directors on October 11, 1990. No
grants may be made under the Plan after October 11, 2000. The grant of each
Option, LSAR, Director's Option and Director's LSAR to any Participant who is
subject to Section 16(b) of the Exchange Act is subject to the approval of the
Plan by the shareholders of Ogden in accordance with the requirements of Rule
16b-3 promulgated under such Section, and no Option, LSAR, Director's Option or
Director's LSAR granted to any such Participant shall be exercisable prior to
the receipt of such approval, unless, in either case, such Participants are
entitled to rely on the exemption provided by such Rule 16b-3, or any successor
thereto, in connection with such grants notwithstanding the absence of such
shareholder approval.

A-14

<PAGE>
APPENDIX

Graphic and Image Information:

See the performance graphs on page 16 of the proxy statement
of this electronic filing.

<PAGE>

April 1994

Dear Shareholder:

At this year's Annual Meeting, in addition to the slate of
directors and the ratification of Ogden's auditors, Ogden's
shareholders are being asked to vote in favor of an amendment to
Ogden's 1990 Stock Option Plan and the adoption of a formula bonus
plan for Ogden's Chief Executive Officer.

The Ogden Board of Directors, following the recommendation of the
Compensation Committee, is seeking your approval to amend the 1990
Plan to, among other things, reserve an additional 3.2 million
shares of Ogden common stock for issuance under that plan, which
will be linked to a 3.2 million stock repurchase program. The
formula bonus plan for Ogden's Chief Executive Officer has been
designed to tie directly to performance and preserve the
corporation's ability to deduct the Chief Executive Officer's
annual bonus by meeting the requirements of the new tax law. The
details of the proposed amendment and formula bonus plan are
described in Proposal (3) and Proposal (4) of the enclosed Proxy,
which I urge you to read carefully.

I am writing to you principally to explain why the Compensation
Committee of the Ogden Board of Directors believes the amendment to
Ogden's 1990 Stock Option Plan should be supported by its
shareholders.

In 1993, Ogden achieved strong financial results as evidenced by a
15% increase in total revenues and an 11.2% increase in pretax
income reflecting, in large measure, the results of its waste-to-
energy business. The stock market did not treat waste management
related companies very kindly this past year. Many of those
companies saw their share prices decline significantly, and the
companies as a group averaged a total return to their shareholders
of negative 27% in 1993. Nevertheless, Ogden's 1993 share price
held its ground, supported by its $1.25 per share annual dividend,
resulting in a 5.5% total return to Ogden's shareholders. In fact,
under R. Richard Ablon's three year tenure as Ogden's Chief
Executive Officer, Ogden's cumulative total return to shareholders
has been an impressive 45%. We think that this is strong evidence
that Ogden's diversified service strategy makes sense.

However, Ogden faces many tough challenges as it seeks to create
greater economic value for its shareholders over the next decade.
Ogden management is aggressively pursuing global expansion for its
core service businesses. At the same time, they must focus their
energies on opportunities and businesses that have the most
significant impact on the bottom line.

Ogden Corporation seeks to be the premier service company worldwide
in its core specialties. Translating these strategies and tactics
into significant new shareholder value will require the commitment
of existing talent at all levels. Furthermore, Ogden must attract
new employees with international expertise. The Compensation
Committee believes that stock option grants help achieve these
goals by offering performance-sensitive pay opportunities that
directly align employee interests with the interests of
shareholders.

Substantially all of the shares previously authorized under the
1990 Stock Option Plan have been granted to approximately 150
employees. Therefore, in early 1994 the Compensation Committee
recommended that 3.2 million additional shares be made available
for stock option grants. The Compensation Committee determined
that a sizeable grant of new options to Ogden's senior executive
management would best tie their interests to those of Ogden's
shareholders. The Committee granted a 600,000 share option to R.
Richard Ablon, Ogden's CEO; a 200,000 share option to Scott Mackin,
President and Chief Operating Officer of Ogden Projects; and
205,000 option shares to three other named executive officers as
described in the Proxy under the Report on Executive Compensation.
We do not intend to grant additional options to these executives
for at least four years. However, we do intend to use the
remaining newly authorized option shares, which number over two
million, for future options to employees who have operational
responsibility that can significantly impact Ogden's results. With
these newly authorized shares, Ogden will be able to offer more
employees on a worldwide basis the opportunity for a significant
ownership stake, which will pay off only to the extent that
shareholder value is increased.

In conjunction with this amendment, Ogden's Board has approved an
increase in its stock repurchase program to 3.2 million shares,
the implementation of which is expected to materially offset any
potential dilution to existing shareholder interests. Ogden's
strong cash flow and overall financial condition are expected to
provide the flexibility to repurchase shares in advance of any
stock option exercise, thereby minimizing such dilution. We expect
to be able to accomplish this repurchase program without impeding
our growth and market development plans or eroding our very strong
financial position.

In addition to increasing the shares reserved for stock option
grants, our proposed amendment includes a number of other desirable
plan improvements, which should further our goal of aligning
employee and shareholder interests. The amendment also:

- Prohibits options with an exercise price below 100% of fair
market value;
- Prohibits repricing of "underwater" options;
- Prohibits payment of options exercise prices with Ogden
stock already owned; and
- Eliminates tandem and stand-alone stock appreciation rights.

We strongly believe that our amended stock option program will add
value to Ogden Corporation stock. We urge your support by voting
in favor of Proposal (3) at this year's Annual Meeting in May.
Please call Nancy Christal, Vice President, Investor Relations at
1-800-858-0123 if you have any questions.

Respectfully,
On behalf of the Ogden Compensation Committee,

/s/Dr. Abraham Zaleznik

Dr. Abraham Zaleznik
Chairman, Compensation Committee
Member, Ogden Corporation Board of Directors

<PAGE>

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:
<TABLE>
<CAPTION>

PRE-TAX ROE % OF TARGET
PERFORMANCE LEVEL BONUS
<S> <C>

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

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.

<PAGE>
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.

<PAGE>
OGDEN CORPORATION -- BOARD OF DIRECTORS PROXY

KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of OGDEN
CORPORATION (the 'Corporation') does hereby constitute and appoint R. RICHARD
ABLON, J. L. EFFINGER and KATHLEEN RITCH, and each of them, attorneys and
proxies with full power of substitution to each, for and in the name of the
undersigned and with all the powers the undersigned would possess if personally
present, to vote all the shares of Common Stock of the undersigned in the
Corporation at the Annual Meeting of Shareholders of the Corporation, to be held
at the Grand Hyatt New York hotel, 42nd Street, west of Lexington Avenue, New
York, New York on Thursday, May 26, 1994 at 10:30 A.M. (Eastern Daylight Saving
Time) on all matters as may properly come before the meeting, as set forth in
the Notice of Annual Meeting of Shareholders, dated April 13, 1994, and at any
and all adjournments thereof.

A majority of such attorneys as shall be present and shall act at said
meeting, or any of them (or if only one of such attorneys shall be present and
act, then that one) shall have and may exercise all the powers of said attorneys
hereunder.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF FIVE DIRECTORS TO HOLD OFFICE FOR A TERM OF THREE YEARS; FOR THE RATIFICATION
OF DELOITTE & TOUCHE AS AUDITORS; FOR THE AMENDMENT TO THE 1990 OGDEN STOCK
OPTION PLAN; AND FOR THE ADOPTION OF THE CEO FORMULA BONUS PLAN. IF NO
SPECIFICATION IS MADE AS TO ANY PROPOSAL, THE SHARES WILL BE VOTED FOR THE
ELECTION OF FIVE DIRECTORS TO HOLD OFFICE FOR A TERM OF THREE YEARS; FOR THE
RATIFICATION OF DELOITTE & TOUCHE AS AUDITORS; FOR THE AMENDMENT TO THE 1990
OGDEN STOCK OPTION PLAN; AND FOR THE ADOPTION OF THE CEO FORMULA BONUS PLAN.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

<PAGE>
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no such directions are given with respect to
all or some items, as to such items, the shares represented by the Proxy will be
voted FOR all Proposals.

[x] Please mark your votes as this

---------------
COMMON

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4.

Proposal 1. FOR election of the following five directors for a three year term:
David M. Abshire; Norman G. Einspruch; Attallah Kappas; Homer A. Neal; and
Stanford S. Penner.

<TABLE>
<S> <C> <C>
FOR WITHHOLD WITHHELD FOR: (WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
ALL FOR ALL BELOW).
NOMINEES NOMINEES
[ ] [ ] ________________________________________________
</TABLE>

PROPOSAL 2. RATIFICATION OF
DELOITTE & TOUCHE AS AUDITORS
OF THE CORPORATION FOR THE YEAR
1994.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PROPOSAL 3. PROPOSAL TO AMEND
THE OGDEN 1990 STOCK OPTION
PLAN.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PROPOSAL 4. PROPOSAL TO ADOPT
THE CEO FORMULA BONUS PLAN.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Signature(s)__________________________________________ Date __________________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.

<PAGE>
OGDEN CORPORATION -- BOARD OF DIRECTORS PROXY

KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of OGDEN
CORPORATION (the 'Corporation') does hereby constitute and appoint R. RICHARD
ABLON, J. L. EFFINGER and KATHLEEN RITCH, and each of them, attorneys and
proxies with full power of substitution to each, for and in the name of the
undersigned and with all the powers the undersigned would possess if personally
present, to vote all the shares of Preferred Stock of the undersigned in the
Corporation at the Annual Meeting of Shareholders of the Corporation, to be held
at the Grand Hyatt New York hotel, 42nd Street, west of Lexington Avenue, New
York, New York on Thursday, May 26, 1994 at 10:30 A.M. (Eastern Daylight Saving
Time) on all matters as may properly come before the meeting, as set forth in
the Notice of Annual Meeting of Shareholders, dated April 13, 1994, and at any
and all adjournments thereof.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

[x] Please mark your votes as this

---------------
PREFERRED

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4.

Proposal 1. FOR election of the following five directors for a three year term:
David M. Abshire; Norman G. Einspruch; Attallah Kappas; Homer A. Neal; and
Stanford S. Penner.

<TABLE>
<S> <C> <C>
FOR WITHHOLD WITHHELD FOR: (WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
ALL FOR ALL BELOW).
NOMINEES NOMINEES
[ ] [ ] ______________________________________________________
</TABLE>

PROPOSAL 2. RATIFICATION OF
DELOITTE & TOUCHE AS AUDITORS
OF THE CORPORATION FOR THE YEAR
1994.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PROPOSAL 3. PROPOSAL TO AMEND
THE OGDEN 1990 STOCK OPTION
PLAN.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PROPOSAL 4. PROPOSAL TO ADOPT
THE CEO FORMULA BONUS PLAN.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Signature(s) _________________________________________ Date __________________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.