GREYHOUND LINES INC, DEF 14A, 1995-04-28

GREYHOUND LINES INC
DEF 14A, 1995-04-28
LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRANS

Previous: LINCOLN NATIONAL PUTNAM MASTER FUND INC, 485BPOS, 1995-04-28

Next: DESIGNS INC, 10-K, 1995-04-28

<PAGE> 1

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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

GREYHOUND LINES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2
(LOGO)
GREYHOUND LINES, INC.
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(214) 789-7000
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 1995

---------------------

Notice is hereby given that the Annual Meeting of Stockholders of Greyhound
Lines, Inc., a Delaware corporation (the "Company"), will be held on Wednesday,
May 31, 1995, at 10:00 a.m., local time, at the Marriott Quorum Hotel, Salon E,
14901 Dallas Parkway, Dallas, Texas, for the following purposes:

1. To elect three directors to serve as Class I directors for terms
expiring in 1998 and until their respective successors are elected
and qualified; and

2. To approve the Greyhound Lines, Inc. 1995 Long Term Stock Incentive
Plan; and

3. To approve the Greyhound Lines, Inc. 1995 Directors' Stock Incentive
Plan; and

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 3, 1995 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the meeting or any adjournment thereof. A list of such stockholders
will be maintained at the office of the Secretary of the Company during the
ten-day period prior to the date of the meeting and will be available for
inspection by stockholders, for any purpose germane to the meeting, during
normal business hours of the Company.

You are cordially invited to attend the meeting. However, whether or not
you expect to attend the meeting in person, you are urged to sign, date and
return the enclosed proxy card in the accompanying envelope as soon as
practicable to ensure that your shares of stock may be represented and voted in
accordance with your wishes and to ensure the presence of a quorum at the
meeting. So that the Company may plan for the meeting, you are requested to mark
the space provided on the enclosed proxy card if you expect to attend the
meeting in person.

By Order of the Board of Directors,

/s/ MARK E. SOUTHERST
MARK E. SOUTHERST
Vice President and
General Counsel and Secretary

Dallas, Texas
April 28, 1995
<PAGE> 3
(LOGO)
GREYHOUND LINES, INC.
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(214) 789-7000
---------------------

PROXY STATEMENT
APRIL 28, 1995

---------------------

ANNUAL MEETING OF STOCKHOLDERS
---------------------
GENERAL INFORMATION

This Proxy Statement is being furnished by the Board of Directors (the
"Board of Directors") of Greyhound Lines, Inc., a Delaware corporation (the
"Company"), to the holders of common stock (the "Common Stock") of the Company
in connection with a solicitation of proxies for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, May 31, 1995, at
10:00 a.m., local time, at the Marriott Quorum Hotel, Salon E, 14901 Dallas
Parkway, Dallas, Texas, and at any and all adjournments thereof.

A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may be
revoked, prior to its exercise, by executing and delivering a later dated proxy
card, by delivering written notice of the revocation of the proxy to the
Secretary of the Company on or before the day of the Annual Meeting, or by
attending and voting at the Annual Meeting. Attendance at the Annual Meeting, in
and of itself, will not constitute a revocation of a proxy. The shares
represented by the enclosed proxy will be voted in accordance with the
stockholder's directions if the proxy is duly executed and returned on or before
the day of the Annual Meeting. If the enclosed proxy card is returned duly
executed on or before the day of the Annual Meeting, but no directions are
specified in the proxy, the shares will be voted (i) FOR the election of the
director nominees recommended by the Board of Directors; (ii) FOR the approval
of the Greyhound Lines, Inc. 1995 Long Term Stock Incentive Plan; (iii) FOR the
approval of the Greyhound Lines, Inc. 1995 Directors' Stock Incentive Plan; and
(iv) in accordance with the discretion of the named attorneys-in-fact on other
matters, if any, properly brought before the Annual Meeting.

The expense of preparing, printing and mailing this Proxy Statement and of
soliciting the proxies sought hereby will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company, none of whom will receive additional
compensation therefor, in person, or by telephone, facsimile or similar
transmission. The Company also will reimburse brokerage firms, banks, nominees,
custodians and fiduciaries for the cost of forwarding the proxy materials to the
beneficial owners of the shares of the Common Stock as of the record date. The
Company has retained Georgeson & Company Inc., which will receive a fee of
$6,000 (plus reimbursement of out-of-pocket expenses) for its services to aid in
the solicitation of proxies, including solicitation of proxies from brokerage
firms, banks, nominees, custodians and fiduciaries. Your cooperation in promptly
signing and returning the enclosed proxy card will help to avoid additional
expense.

On April 3, 1995, the Company had outstanding 53,743,682 shares of Common
Stock, and there were no outstanding shares of any other class of stock. Each
share of Common Stock entitles the holder to one vote. Only stockholders of
record at the close of business on April 3, 1995, will be entitled to notice of,
and to vote at, the Annual Meeting.

This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about April 28, 1995.
<PAGE> 4

OUTSTANDING VOTING SECURITIES OF THE COMPANY
AND PRINCIPAL HOLDERS THEREOF

The following table sets forth the ownership of the outstanding shares of
the Common Stock as of March 31, 1995 (except as otherwise noted below), held by
persons known to the Company to beneficially own more than 5% of the outstanding
shares of the Common Stock, by directors of the Company, by the Named Executive
Officers (see "EXECUTIVE COMPENSATION -- Compensation") and by all the
directors, Named Executive Officers and executive officers of the Company as a
group, and the percentage of the outstanding shares of Common Stock represented
thereby. Except as otherwise noted below, each of the directors, Named Executive
Officers, executive officers and greater than 5% stockholders has sole voting
and investment power with respect to all shares beneficially owned by them.

<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
----------------------------------------------------------- ------------------ --------
<S> <C> <C>
Motor Coach Industries Limited............................. 6,004,144 11.2%
1850 N. Central Avenue
Mail Station 910
Phoenix, Arizona 85004(a)
The Connor/Clark Parties................................... 5,928,374 11.0%
Scotia Plaza, 40 King Street West
Suite 5110, Box 125
Toronto, Ontario M5H 3Y2(b)
Snyder Capital Management, Inc............................. 5,360,693 10.0%
350 California Street
Suite 1460
San Francisco, California 94104(c)
BEA Associates............................................. 4,174,247 7.8%
153 East 53rd Street
One Citicorp Center
New York, New York 10022(d)
</TABLE>

<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------
AMOUNT PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
----------------------------------------------------------- ------------------ --------
<S> <C> <C>
Named Executive Officers and Directors:
Herbert Abramson(e)(f)..................................... 707,202 1.3%
Richard J. Caley(e)........................................ 15,000 *
Craig R. Lentzsch(e)....................................... 27,109 *
Frank L. Nageotte(e)(g).................................... -- --
Alfred E. Osborne, Jr.(e).................................. 6,328 *
Thomas G. Plaskett(e)...................................... 50,000 *
Ralph J. Borland(e)........................................ 15,000 *
J. Michael Doyle(e)(h)..................................... 172,858 *
George W. Hanthorn(e)(h)................................... -- --
Bradley T. Harslem(e)...................................... 3,500 *
J. Floyd Holland(e)........................................ 30,609 *
Frank J. Schmieder(e)(h)................................... 1,001 *
Daniel R. Weston(e)........................................ -- --
All directors, Named Executive Officers and executive
officers
of the Company as a group (18 persons)(e)................ 1,028,607 1.9%
</TABLE>

- ---------------

* Less than 1%.

2
<PAGE> 5

(a) The following information is based solely on a Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on January 23, 1995. The
referenced shares are owned of record and beneficially by Motor Coach
Industries Limited, a Federal Canada corporation wholly-owned by
Transportation Manufacturing Operations, Inc. ("TMO"), a wholly-owned
subsidiary of Motor Coach Industries International, Inc. ("MCII"). Both TMO
and MCII are Delaware corporations whose principal address is 1850 N.
Central Avenue, Mail Station 910, Phoenix, Arizona 85004. MCII is a
wholly-owned subsidiary of Consorcio G. Grupo Dina, S.A. de C.V. ("Grupo
Dina"), a corporation organized under the laws of the United Mexican
States, which has executive offices at Margaritas 433, Colonia Hacienda de
Guadalupe, Chimalistoc, 01050, Mexico. Grupo Dina is controlled by Grupo
Empresarial G, S.A. de C.V. ("Grupo Empresarial"), a corporation organized
under the laws of the United Mexican States, which has executive offices at
Blvd. Puerta de Hierro No. 5200, Piso 3, Fracciomiento, Puerto de Hierro,
Guadalajara, Jalisco, 45110, Mexico. The outstanding shares of Grupo
Empresarial are owned by Messrs. Rafael Gomez Flores, O. Raymundo Gomez
Flores, Armando Gomez Flores, Alfonso Gomez Flores and Guillermo Gomez
Flores (collectively, the "Flores Group"), citizens of the United Mexican
States, whose principal business address is Blvd. Puerta de Hierro No.
5200, Piso 3, Fracciomiento, Puerto de Hierro, Guadalajara, Jalisco, 45110,
Mexico. As a result of the foregoing relationships, TMO, MCII, Grupo Dina,
Grupo Empresarial and the Flores Group each may be deemed to be the
beneficial owner of the 6,004,144 shares of Common Stock owned of record by
Motor Coach Industries Limited.

(b) The following information is based on a Schedule 13D filed by the
Connor/Clark Parties with the SEC on January 12, 1995, as supplemented by
information received from the Connor/Clark Parties. The reported shares
include (i) 4,613,284 shares with respect to which Connor, Clark & Company
Ltd. ("Connor Clark Ltd.") has shared voting and dispositive power; (ii)
266,367 shares beneficially owned directly, and through its control of
Merchant Private Trust Company, by Merchant Private Limited, an entity
whose controlling shareholder is John C. Clark, the Chairman of the Board
of Connor Clark Ltd.; (iii) 63,297 shares beneficially owned by Caledon
Commonwealth Limited, an entity whose sole shareholder is John C. Clark;
(iv) 63,297 shares beneficially owned by the John & Anne Clark Family Trust
of which John C. Clark is co-trustee; (v) 42,999 shares owned by Connor
Clark Hedge Fund Limited Partnership and 19,368 shares owned by Connor
Clark Hedge Fund Limited Partnership #2, entities controlled by Connor
Clark Shareholdings Ltd., a company the principal business of which is to
facilitate the transfer of shares from Connor Clark Ltd. to its
shareholders; (vi) 21,099 shares owned by The Connor Corporation and 73,323
shares owned by Tregla Holdings Limited, entities of which the sole
shareholder is Gerald C. Connor, the President of Connor Clark Ltd.; (vii)
4,219 shares beneficially owned by the Connor Family Trust of which Gerald
C. Connor is co-trustee; and (viii) 761,121 shares beneficially owned by
directors and officers of Connor Clark Ltd. and entities controlled by such
persons. Each of the reporting persons disclaims the existence of a group.

(c) The following information is based on a Schedule 13G dated February 13, 1995
filed with the SEC. Snyder Capital Management, Inc. reports that it has
shared power to vote 4,775,064 shares and shared power to dispose of
5,360,693 shares.

(d) The following information is based on information provided to the Company by
BEA Associates. The reporting person has shared power to vote and sole
power to dispose of all of the shares of Common Stock reported as held by
it.

3
<PAGE> 6

(e) The following table sets forth the detail of amounts held by each of the
directors and Named Executive Officers of the Company and by all directors,
Named Executive Officers and executive officers of the Company as a group:

<TABLE>
<CAPTION>
COMMON COMMON
STOCK STOCK
BENEFICIALLY OPTIONS
OWNED EXERCISABLE TOTAL
------------ ----------- --------
<S> <C> <C> <C>
Herbert Abramson(f)............................... 707,202 -- 707,202
Richard J. Caley.................................. 5,000 10,000 15,000
Craig R. Lentzsch................................. 27,109 -- 27,109
Frank L. Nageotte(g).............................. -- -- --
Alfred E. Osborne, Jr. ........................... 6,328 -- 6,328
Thomas G. Plaskett................................ -- 50,000 50,000
Ralph J. Borland.................................. -- 15,000 15,000
J. Michael Doyle(h)............................... 12,858 160,000 172,858
George W. Hanthorn(h)............................. -- -- --
Bradley T. Harslem................................ 3,500 -- 3,500
J. Floyd Holland.................................. 2,109 28,500 30,609
Frank J. Schmieder(h)............................. 1,001 -- 1,001
Daniel R. Weston.................................. -- -- --
All directors, Named Executive Officers and
executive officers of the Company as a group (18
persons)........................................ 765,107 263,500 1,028,607
</TABLE>

(f) The foregoing information is based on a Schedule 13D filed with the SEC on
January 12, 1995 by Mr. Abramson. Includes 707,202 shares owned by
Technifund, Inc., a corporation of which Mr. Abramson is the President and
sole stockholder. Mr. Abramson is also a director and officer of Connor
Clark Ltd., which is the beneficial owner of 4,613,284 shares of Common
Stock. Mr. Abramson disclaims beneficial ownership of the shares owned by
Connor Clark Ltd.

(g) The named person was elected to the Board of Directors on February 27, 1995.

(h) The named person is a former executive officer of the Company who was a
Named Executive Officer of the Company as of December 31, 1994 and the
information provided is as of that date.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Action will be taken at the Annual Meeting for the election of three
directors to serve as Class I directors for terms expiring in 1998 and until
their respective successors are elected and qualified.

It is intended that the attorneys-in-fact named in the proxy card will vote
FOR the election of the three nominees listed below, unless instructions to the
contrary are given therein. The three nominees have indicated that they are able
and willing to serve as directors. However, if some unexpected occurrence should
require the substitution of some other person or persons for any one or more of
the nominees, it is intended that the attorneys-in-fact will vote FOR such
substitute nominees as the Board of Directors may designate.

4
<PAGE> 7

The following sets forth the names, ages and principal occupations of, and
other directorships held by, the nominees for director to be elected pursuant to
Proposal No. 1:

NOMINEES FOR ELECTION AS CLASS I DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1998:

Thomas G. Plaskett (age 51) was elected to the Board of Directors on May
10, 1994. From August 9, 1994 to November 14, 1994, Mr. Plaskett served as
Interim President and Chief Executive Officer of the Company, and from October
19, 1994 to November 22, 1994, served as Acting Chief Financial Officer of the
Company. On February 27, 1995, Mr. Plaskett was elected as the Company's
Chairman of the Board. Since 1991, Mr. Plaskett has served as managing director
of Fox Run Capital Associates, an investment concern. Previously, Mr. Plaskett
served as President and Chief Executive Officer of Pan Am Corporation from 1988
to 1991; and as President and Chief Executive Officer of Continental Airlines
from 1986 to 1987. Mr. Plaskett also serves as a director of Tandy Corporation,
Neostar Retail Group and Smart and Final, Inc.

Craig R. Lentzsch (age 46) was elected to the Board of Directors on August
26, 1994. Effective November 15, 1994, Mr. Lentzsch became President and Chief
Executive Officer of the Company, and from November 22, 1994 to April 10, 1995,
served as the Company's Chief Financial Officer. Mr. Lentzsch previously served
as Executive Vice President and Chief Financial Officer of Motor Coach
Industries International, Inc., where he had been employed since 1992; as
President and Chief Executive Officer of Continental Assets Services, Inc. from
1991 to 1992; as a private consultant to, and investor in, Storehouse, Inc. and
Communication Partners, Ltd. from 1989 to 1991; as Vice Chairman, Executive Vice
President and a director of the Company from March 1987 to December 1989; and as
Co-founder and President of BusLease, Inc. from 1980 to 1989. Mr. Lentzsch also
serves as a director of Hastings Books, Records and Tapes and Enginetech, Inc.

Frank L. Nageotte (age 68) was elected to the Board of Directors on
February 27, 1995 to fill a vacancy created by the resignation of Robert B.
Gill. Mr. Nageotte was a director of Motor Coach Industries International, Inc.
from 1993 to 1994 and previously served as a director of the Company from 1987
to 1990. From 1982 to 1987, Mr. Nageotte served as President and Chief Operating
Officer of The Greyhound Corporation, where he was Chief Executive Officer of
the Company's predecessor from 1978 to 1982. Mr. Nageotte worked for the
Company's predecessor for 40 years.

CONTINUING DIRECTORS

The following sets forth the names, ages and principal occupations of, and
other directorships held by, the serving directors whose terms of office will
continue after the Annual Meeting:

CLASS II DIRECTOR, WHOSE TERM WILL EXPIRE IN 1996:

Alfred E. Osborne, Jr. (age 50) was elected to the Board of Directors on
May 10, 1994. Since 1987, Dr. Osborne has served as Director of the
Entrepreneurial Studies Center and Associate Professor of Business Economics of
the John E. Anderson Graduate School of Management at the University of
California at Los Angeles. Dr. Osborne formerly served as Director of the MBA
Program, Assistant Dean and Associate Dean at UCLA. Dr. Osborne is also an
independent general partner of Technology Funding Venture Partners V and a
director of First Interstate Bank of California, Nordstrom, Inc., ReadiCare,
Inc., Seda Specialty Packaging Corporation, The Times Mirror Company and United
States Filter Corporation.

CLASS III DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1997

Herbert Abramson (age 54) was elected to the Board of Directors effective
September 21, 1994. Since 1982, Mr. Abramson has served as a director and Vice
President of Connor, Clark & Company, Ltd., a money management firm. Mr.
Abramson previously practiced corporate and securities law for 12 years with
Goodman and Carr, a Toronto law firm.

Richard J. Caley (age 68) was appointed a Director of the Company on
October 31, 1991. From 1978 to 1982, Mr. Caley served as President of Wilson
Sporting Goods Co., a division of PepsiCo Inc., and Chairman

5
<PAGE> 8

of the Board and Chief Executive Officer of North American Van Lines. From 1971
to 1978, Mr. Caley served as President of the PepsiCo Transportation Division.
Mr. Caley retired in 1982, although from May 15, 1989 to November 15, 1989, Mr.
Caley served as President, Chief Operating Officer and director of HEM
Pharmaceuticals.

APPOINTMENT OF NEW DIRECTORS

As previously disclosed, the Company has stated that a majority of the
tendering holders of the Company's 8.5% Convertible Subordinated Debentures due
March 31, 2007 (the "Debentures") willing to participate in the selection would
be entitled to nominate two qualified persons reasonably acceptable to the
Company to serve on the Board of Directors of the Company. The former
Debentureholders are currently engaged in a nomination selection process,
following the conclusion of which the Board of Directors intends to appoint as
directors the two most highly ranked persons selected by the former
Debentureholders who the Board of Directors determines to be qualified and
reasonably acceptable to it. Those persons will be appointed to fill two (2)
currently vacant Class II directorships on the Board. One Class II directorship
vacancy was created by the resignation of Kenneth R. Norton as a director of the
Company on October 31, 1994. Mr. Norton informed the Board of Directors that he
was resigning to devote more time to the business of PST Vans, Inc., where he
serves as Chairman and Chief Executive Officer. The other Class II vacancy was
created by the resignation, effective March 20, 1995, of Charles A. Lynch, the
Company's former Chairman of the Board. Mr. Lynch resigned from the Board to
devote more time to his other businesses. Additionally, there also exists a
vacant Class III directorship on the Board. On March 30, 1995, Thomas F. Meagher
resigned from the Company's Board of Directors in order to re-join the board of
directors of TransWorld Airlines, Inc. In accordance with the Company's Bylaws,
vacancies on the Board may be filled by a majority vote of the directors then in
office.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The following discussion of meetings of the Board of Directors or the
committees thereof relates solely to meetings occurring during the period from
January 1, 1994 through December 31, 1994.

The Company has the following standing committees of the Board of
Directors, whose present members are identified below:

Messrs. Caley, Lentzsch and Plaskett serve as members of the Executive
Committee. During the fiscal year ended December 31, 1994, this committee met
twice. The Executive Committee possesses the powers and discharges the duties of
the Board of Directors during interim periods between meetings of the full Board
of Directors.

Messrs. Osborne and Plaskett serve as members of the Audit Committee.
During the fiscal year ended December 31, 1994, this committee met five (5)
times. The Audit Committee is responsible for determining that appropriate
procedures exist and are observed relating to financial reporting and disclosure
and that required accounting practices, policies and procedures and internal
control systems are established and adhered to in the preparation of the
Company's financial reports and financial disclosures. The Audit Committee also
is responsible for recommending to the Board of Directors the independent public
accountants to be engaged by the Company.

Messrs. Caley, Osborne and Abramson serve as members of the Compensation
Committee. During the fiscal year ended December 31, 1994, this committee met
eight (8) times. The Compensation Committee is responsible for reviewing all
compensation related matters requiring approval of the full Board of Directors,
including the compensation of the executive officers of the Company, and making
recommendations to the Board of Directors on such matters. The Compensation
Committee is authorized to retain a compensation consultant to advise the
Compensation Committee on the compensation arrangements for the senior
management of the Company.

Messrs. Abramson, Osborne, Lentzsch and Plaskett serve as members of the
Finance Committee. During the fiscal year ended December 31, 1994, this
committee met four (4) times. The Finance Committee is

6
<PAGE> 9

responsible for monitoring the financial affairs of the Company, including
evaluating financial decisions being considered by management and the adequacy
of, or the need for, additional capital resources, and advising the Board of
Directors as to such matters.

Messrs. Caley and Abramson serve as members of the Nominating Committee.
The Nominating Committee met four (4) times during the fiscal year ended
December 31, 1994. The Nominating Committee is responsible for nominating
candidates to serve as directors of the Company.

Messrs. Osborne, Plaskett and Lentzsch serve as members of the Strategic
Planning Committee, which met once during 1994.

During the fiscal year ended December 31, 1994, the Board of Directors met,
telephonically or in person, sixteen (16) times. No member of the Board of
Directors attended less than 75% of the total number of meetings held by the
Board of Directors and the committees on which the director served.

The Board of Directors' intent is to modify committee assignments and
chairmanships periodically.

STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES

The Bylaws of the Company provide that any stockholder of record who is
entitled to vote for the election of directors at a meeting called for that
purpose may nominate persons for election to the Board of Directors subject to
the following notice requirements:

A stockholder desiring to nominate a person for election to the Board of
Directors must send a written notice to the Secretary of the Company setting
forth (i) as to each person who the stockholder proposes to nominate, all
information required to be disclosed in solicitations of proxies for election of
directors, or as otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (ii) as to the stockholder giving the notice, (A) the name
and address of such stockholder as it appears on the Company's books, and (B)
the class and number of shares of the Company that are owned of record and
beneficially by such stockholder; and (iii) as to the beneficial owner, if any,
on whose behalf the nomination is made (A) the name and address of that person,
and (B) the class and number of shares of the Company that are owned
beneficially by such person.

Pursuant to the Company's Bylaws, to be timely, notice of persons to be
nominated by a stockholder as a director at an annual or a special meeting of
the Board of Directors must be delivered to or mailed and received at the
principal executive offices of the Company (i) in the case of an annual meeting,
not more than 90 days nor less than 60 days before the first anniversary of the
preceding year's meeting (any time from March 1, 1996, to and including April 1,
1996 with respect to the 1996 annual meeting), or (ii) in the event that the
date of the annual meeting is changed by more than 30 days from such anniversary
date and in the case of a special meeting, notice must be received not later
than the close of business on the tenth day following the earlier of the day on
which notice of the date of the meeting was made or on which public disclosure
of the meeting date was made. The obligation of stockholders to comply with the
foregoing Bylaw provision is in addition to the requirements of the proxy rules
if the stockholder intends to solicit proxies in favor of the election of the
nominee(s).

7
<PAGE> 10

PROPOSAL NO. 2

APPROVAL OF 1995 LONG TERM STOCK INCENTIVE PLAN

PROPOSAL

The 1995 Long Term Stock Incentive Plan (the "1995 Stock Incentive Plan")
was adopted by the Board of Directors on February 27, 1995. The Board has
proposed that the Company's stockholders approve the 1995 Stock Incentive Plan.
As of March 31, 1995, options to purchase approximately 162,210 shares of Common
Stock remained available to be granted under the Greyhound Lines, Inc. 1991
Management Stock Option Plan (the "1991 Stock Option Plan") and the Greyhound
Lines, Inc. 1993 Management Stock Option Plan (the "1993 Stock Option Plan").
Additionally, of the 3,363,636 shares of Common Stock originally available under
the 1991 and 1993 Stock Option Plans, 245,557 option shares granted and
outstanding as of March 31, 1995 have an exercise price in excess of $10 per
share. The Board of Directors believes that the remaining number of options
available under the 1991 and 1993 Stock Option Plans is likely to be exhausted
in the near-term and is reviewing its option programs to determine if additional
grants should be made. Accordingly, because the Board of Directors believes that
employee and consultant stock ownership is important to the long-term
performance of the Company and endorses the use of stock options and other
stock-related awards to attract, retain and motivate management employees and
consultants, the Board of Directors has concluded that it is appropriate to
increase the number of shares of stock available to be granted under the
Company's stock option and incentive plans and to provide additional types of
incentives to such employees and consultants.

PURPOSE, DURATION, AMENDMENT AND TERMINATION

The 1995 Stock Incentive Plan is designed to attract and retain capable
employees and consultants and to provide them with long term incentives to
continue their services to the Company, to maximize the value of the Company to
its stockholders and to permit them to acquire a continuing ownership interest
in the Company. No award of a stock option ("Option"), a right to purchase
restricted stock ("Restricted Stock Award"), a stock appreciation right ("Stock
Appreciation Right"), a performance unit ("Performance Unit") or grant of shares
of unrestricted stock ("Unrestricted Stock" and, collectively with all Options,
Restricted Stock Awards, Stock Appreciation Rights and Performance Units, an
"Award"), may be granted under the 1995 Stock Incentive Plan after February 27,
2005. The Board of Directors may at any time terminate the 1995 Stock Incentive
Plan, or make such amendment to the 1995 Stock Incentive Plan as it may deem
advisable. However, no amendment will be effective without the approval of the
stockholders of the Company if it were to: materially increase the benefits
accruing to participants under the 1995 Stock Incentive Plan; materially
increase the number of shares of Common Stock which may be issued under the 1995
Stock Incentive Plan; or materially modify the requirements as to eligibility
for participation in the 1995 Stock Incentive Plan. No amendment or termination
of the 1995 Stock Incentive Plan may materially alter or impair the rights of a
person to whom an Award was granted (a "Grantee"), under any Award made before
the adoption of such amendment or termination by the Board of Directors, without
the written consent of such Grantee.

ADMINISTRATION

The 1995 Stock Incentive Plan will be administered by a committee of the
Board of Directors consisting of two or more directors, each of whom is a
"disinterested person" as described in Rule 16b-3 and is an "outside director"
as described in Code Section 162(m) of the Internal Revenue Code (the "Code")
and the regulations thereunder (the "Committee"). Unless the Board of Directors
designates another of its committees to administer the 1995 Stock Incentive
Plan, the 1995 Stock Incentive Plan will be administered by a committee
consisting of those members of the Compensation Committee who are qualified,
but, if the Compensation Committee is abolished or its membership does not
contain two persons who are qualified, the Board of Directors will either
reconstitute the Compensation Committee or create another committee that
complies with these requirements to administer the 1995 Stock Incentive Plan.
The Committee may be referred to as the Stock Option Committee. Subject to the
express provisions of the 1995 Stock Incentive Plan

8
<PAGE> 11

and in addition to the powers granted by other sections of the 1995 Stock
Incentive Plan, the Committee has the authority, in its discretion, to:
determine the participants, grant Awards and determine their timing, pricing and
amount; define, prescribe, amend and rescind rules, regulations, procedures,
terms and conditions relating to the 1995 Stock Incentive Plan; make all other
determinations necessary or advisable for administering the 1995 Stock Incentive
Plan, including, but not limited to, interpreting the 1995 Stock Incentive Plan,
correcting defects, reconciling inconsistencies and resolving ambiguities; and
reviewing and resolving all claims.

COMMON STOCK

The aggregate number of shares of Common Stock in respect of which Awards
may be granted under the 1995 Stock Incentive Plan may not exceed 4,000,000, of
which no more than 600,000 may be shares of Restricted Stock or Unrestricted
Stock. This number and the terms of any Award will be adjusted proportionately
if the shares of Common Stock are split, combined or altered by a share dividend
or a recapitalization, merger, consolidation or exchange of shares or other
corporate event. If any Award granted under the 1995 Stock Incentive Plan is
canceled, terminates or expires for any reason without having been exercised in
full, or if Stock Appreciation Rights are exercised for cash, or if Performance
Units are paid in cash, the shares of Common Stock related to the unexercised
portion of the Award or to the portion of a Stock Appreciation Right exercised
for, or the portion of a Performance Unit paid in, cash, may be used again. If
any shares awarded under the 1995 Stock Incentive Plan are forfeited for any
reason, the shares may be used again for the purposes of the 1995 Stock
Incentive Plan. If any unexpired Option is canceled in connection with the
exercise of a Stock Appreciation Right that is granted in tandem with such
Option and is payable in shares of Common Stock, shares covered by the canceled
Option shall not again become available for the granting of Awards. Except as
otherwise determined by the Board of Directors, the shares of Common Stock
issued under the 1995 Stock Incentive Plan will be authorized but unissued
shares. However, shares which are to be delivered under the 1995 Stock Incentive
Plan may be obtained by the Company from its treasury, by purchases on the open
market or from private sources. The proceeds of the exercise of any Award will
be general corporate funds of the Company.

EMPLOYEE STOCK OPTIONS

Only employees who are not members of the Committee are eligible to receive
Options under the 1995 Stock Incentive Plan. On March 31, 1995, the Company had
approximately 10,100 employees. The Committee will determine which eligible
employees will be granted Options, the number of shares of Common Stock for
which the Options may be exercised, the times when they will receive them and
the terms and conditions of individual Option grants (which need not be
identical). The Committee will determine the exercise price of each Option at
the time that it is granted, but in no event will the exercise price of an
Option be less than the fair market value of a share of Common Stock on the date
of grant, which is the average high and low prices of the Common Stock on the
securities exchange on which it is listed. On March 31, 1995, the high and low
prices of a share of Common Stock on the American Stock Exchange were $2.375 and
$2.25. A person to whom the Company is offering employment may be granted an
Option under the Plan, but any such grant shall lapse if the person does not
subsequently become an employee pursuant to such offer.

The Committee will determine the term during which an Option granted to an
employee is exercisable at the time that it is granted, but no Option will be
exercisable after 10 years from the date of grant. Unless the Committee
determines otherwise at the time an Option is granted, each Option will vest and
first become exercisable as to 25% of the shares of Common Stock originally
subject to the Option on each of the first four anniversaries of the date of
grant provided the Participant has been an employee continuously during the time
beginning on the date of grant and ending on the date when such portion of the
Option first becomes exercisable. Unless the Committee determines otherwise at
the time an Option is granted, each Option will lapse and cease to be
exercisable upon the earliest of the expiration of 10 years from the date of
grant, six months after the Participant ceases to be an employee because of
death or disability, 30 days after the Participant's employment with the Company
is terminated by the Company without cause, or immediately

9
<PAGE> 12

upon termination by the Company of the Participant's employment for cause or by
the Participant's resignation.

Notwithstanding the terms of any Option, all Options that have not
previously been exercised nor lapsed and ceased to be exercisable, will fully
vest and become exercisable upon the occurrence of any Change in Control. A
"Change in Control" includes (a) the acquisition, directly or indirectly, by a
person (other than the Company or an employee benefit plan established by the
Board of Directors) of beneficial ownership of 30% or more of the Company's
securities with voting power in the next meeting to elect the directors; (b) a
majority of the directors elected at any meeting of the holders of the Company's
voting securities who are persons who were not nominated by the Company's then
current Board of Directors or an authorized committee thereof; (c) the approval
by the stockholders of the Company of a merger or consolidation with another
person, other than a merger or consolidation in which the holders of the
Company's voting securities issued and outstanding immediately before such
merger or consolidation continue to hold voting securities in the surviving or
resulting corporation (in the same relative proportions to each other as existed
before such event) comprising 80% or more of the voting power for all purposes
of the surviving or resulting corporation; or (d) the approval by the
stockholders of the Company of a transfer of substantially all of the assets of
the Company to another person other than a transfer to a transferee, 80% or more
of the voting power of which is owned or controlled by the Company or by the
holders of the Company's voting securities issued and outstanding immediately
before such transfer in the same relative proportions to each other as existed
before such event.

The Committee will determine whether an Option is an incentive stock option
or a nonqualified option (as such terms are defined in the Code, see "Taxation")
at the time that it is granted; and, if no express determination is made by the
Committee, all Options granted shall be nonqualified options. The aggregate fair
market value of the shares of Common Stock, determined as of the time the Option
is granted, which first become exercisable under all incentive stock options
granted to an employee may not exceed $100,000 during any calendar year and, if
that limit would be exceeded by the terms of any incentive stock option, the
exercisability of a portion of such Option will be deferred, but the Committee
may, in its sole discretion, waive such deferral. No 10% stockholder will be
granted an incentive stock option, unless the exercise price thereof is at least
110% of the fair market value and the Option is not exercisable after five
years.

The Committee may, in its sole discretion, and upon such terms and
conditions as it shall determine at or after the date of grant, permit the
exercise price of an Option to be paid in cash, by the tender to the Company of
shares of Common Stock owned by the Grantee or by a combination thereof. If the
Committee does not make such determination, the exercise price must be paid in
cash, by certified or cashier's check, or by wire transfer. Shares of Common
Stock may not be delivered to the Company as payment for the exercise of an
Option if such shares have been owned by the Grantee (together with his or her
decedent or testator) for less than six months or if such shares were acquired
upon the exercise of an incentive stock option and their disposition would be
taxable.

CONSULTANT STOCK OPTIONS

Only consultants are eligible to receive Options under the 1995 Stock
Incentive Plan. On March 31, 1995, the Company had fewer than 10 consultants.
The Committee will determine which eligible consultants will be granted Options,
the number of shares of Common Stock for which the Options may be exercised, the
times when they will receive them and the terms and conditions of individual
Option grants (which need not be identical). The Committee will determine the
exercise price of each Option at the time that it is granted, but in no event
will the exercise price of an Option be less than the fair market value of a
share of Common Stock on the date of grant, which is the average high and low
closing prices of the Common Stock on the securities exchange on which it is
listed. On March 31, 1995, the high and low closing prices of a share of Common
Stock on the American Stock Exchange were $2.375 and $2.25.

The Committee will determine the term during which an Option granted to a
consultant is exercisable at the time that it is granted, but no Option will be
exercisable after 10 years from the date of grant. Unless the Committee
determines otherwise at the time an Option is granted, each Option granted to a
consultant will vest and first become exercisable as to 25% of the shares of
Common Stock originally subject to the Option on

10
<PAGE> 13

each of the first four anniversaries of the date of grant provided the
consulting relationship has not been terminated either (a) by the consultant's
death or disability, (b) by the Company for cause, or (c) by the consultant's
resignation on or before the date when such portion of the Option vests and
first becomes exercisable. Unless the Committee determines otherwise at the time
an Option is granted, each Option granted to a consultant will lapse and cease
to be exercisable upon the earliest of the expiration of 10 years from the date
of grant, six months after the consultant ceases to be a consultant because of
death or disability, or immediately upon termination of the consultant's
consulting relation with the Company for cause or by the consultant's
resignation (but not upon termination of the consulting relationship by reason
of successful completion of the consulting project).

Notwithstanding the terms of any Option, all Options that have not
previously been exercised, nor lapsed and ceased to be exercisable, will vest
fully and become exercisable upon the occurrence of any Change in Control. An
Option granted to a consultant will be a nonqualified option (as such term is
defined in the Code, see "Taxation") at the time that it is granted.

The Committee may, in its sole discretion, and upon such terms and
conditions as it shall determine at or after the date of grant, permit the
exercise price of an Option to be paid in cash, by the tender to the Company of
shares of Common Stock owned by the Grantee or by a combination thereof. If the
Committee does not make such determination, the exercise price must be paid in
cash, by certified or cashier's check or by wire transfer. Shares of Common
Stock may not be delivered to the Company as payment for the exercise of an
Option by a consultant if such shares have been owned by the Grantee (together
with his or her decedent or testator) for less than six months or if such shares
were acquired upon the exercise of an incentive stock option and their
disposition would be taxable.

RESTRICTED STOCK AWARDS

Only employees who are not members of the Committee and who have been
selected by the Committee are eligible to purchase Restricted Stock under the
1995 Stock Incentive Plan. The Company had approximately 10,100 employees on
March 31, 1995. The Committee determines which employees may purchase Restricted
Stock, the number of shares of Restricted Stock each Grantee may purchase, the
times when they may purchase Restricted Stock and the performance goals, if any
(see "Performance Goals"), and the vesting and forfeiture provisions in the
Restricted Stock Purchase Agreement. Notwithstanding the terms of any Restricted
Stock Award, all shares of Restricted Stock that have not previously been
forfeited shall vest and become transferable upon the occurrence of any Change
in Control.

Each Grantee must enter into a Restricted Stock Purchase Agreement under
which the Grantee purchases a number of shares of Restricted Stock for a
purchase price, which may be less than the market value of a share of Common
Stock but not less than the par value thereof ($.01 per share). The Grantee may
not transfer or sell any shares of the Restricted Stock unless and until they
vest. Generally, the Grantee will forfeit any portion of the Restricted Stock
that has not vested (and the Company will refund the purchase price paid) on the
earliest of six months after the termination of employment by reason of death or
disability, 30 days after the termination of employment by the Company without
cause, upon termination of employment by the Company for cause or if the Grantee
resigns, or on the expiration of the term of the Restricted Stock Purchase
Agreement, which may not be more than 10 years after the date of the Restricted
Stock Purchase Agreement. A portion of the Restricted Stock that has not
previously been forfeited shall vest and become transferable if and when the
vesting conditions established in the Restricted Stock Purchase Agreement are
met. Such conditions may, but need not, include a preestablished performance
goal that satisfies the requirements of Section 162(m) of the Code and the
regulations thereunder (see "Performance Goals"). Except for these restrictions
on transfer and possibilities of forfeiture, the Grantee has all other rights
with respect to the Restricted Stock, including the right to vote such shares or
receive cash dividends.

STOCK APPRECIATION RIGHTS

Only employees who are not members of the Committee are eligible to receive
Stock Appreciation Rights under this provision. The Company had approximately
10,100 employees on March 31, 1995. The

11
<PAGE> 14

Committee determines which employees receive Stock Appreciation Rights, the
times when they receive them, the number of shares of Common Stock to which each
Stock Appreciation Right relates, whether or not a Stock Appreciation Right is
to be granted in tandem with an Option, and the terms and conditions of
individual Stock Appreciation Right grants. A Stock Appreciation Right may be
granted in tandem with an Option, either at the time of grant or at any time
thereafter during the term of the Option, or may be granted unrelated to an
Option.

The Committee will determine the exercise price of each Stock Appreciation
Right at the time of the granting of the Stock Appreciation Right, but in no
event may the exercise price be less than the fair market value of a share of
Common Stock on the date of grant, which is the average high and low prices of
the Common Stock on the securities exchange on which it is listed. On March 31,
1995, the high and low prices of a share of Common Stock on the American Stock
Exchange were $2.375 and $2.25. The exercise price of a Stock Appreciation Right
granted in tandem with an Option is the exercise price of the Option. If no
express determination of the exercise price of a Stock Appreciation Right not
granted in tandem with an Option is made by the Committee, the exercise price
thereof is equal to the fair market value of a share of Common Stock on the date
of grant.

The Committee determines the term during which a Stock Appreciation Right
is exercisable, but no Stock Appreciation Right may be exercised after the
expiration of 10 years from the date of grant. Except as otherwise provided by
the Committee at the time it is granted, a Stock Appreciation Right tandem to an
Option will be exercisable at such times as, and only to the extent that, the
related Option is exercisable. If no express determination of the times when
Stock Appreciation Rights not granted in tandem with an Option are exercisable
is made by the Committee, (a) each Stock Appreciation Right vests and first
becomes exercisable as to 25% of the shares of Common Stock subject to such
Stock Appreciation Right on each of the first four anniversaries of the date of
grant provided the Participant has been an employee continuously during the time
beginning on the date of grant and ending on the date when a portion of such
Stock Appreciation Right first becomes exercisable; and (b) each Stock
Appreciation Right lapses and ceases to be exercisable upon the earliest of (i)
the expiration of 10 years from the date of grant, (ii) six months after the
Participant ceases to be an employee because of death or disability, (iii) 30
days after a termination by the Company without cause of the Participant's
employment or (iv) immediately upon termination by the Company of the
Participant's employment for cause or upon the Participant's resignation. All
Stock Appreciation Rights fully vest and become exercisable upon the occurrence
of a Change in Control.

The exercise of a Stock Appreciation Right tandem to an Option shall cancel
the related Option with respect to the number of shares of Common Stock as to
which such Stock Appreciation Right is exercised. The exercise of an Option
granted in tandem with a Stock Appreciation Right shall cancel the related Stock
Appreciation Right with respect to the number of shares of Common Stock as to
which such Option is exercised.

A Stock Appreciation Right will entitle the Grantee, upon exercise of the
Stock Appreciation Right, to receive payment of any amount equal to the excess
of the fair market value of a share of Common Stock on the date of exercise of
such Stock Appreciation Right over the exercise price thereof, multiplied by the
number of shares of Common Stock as to which such Stock Appreciation Right has
been exercised. Payment to the Grantee of the amount realized upon exercise of a
Stock Appreciation Right may be made, in the sole discretion of the Committee,
unless otherwise provided in the grant thereof, in cash, whole shares of Common
Stock valued at the fair market value of a share of Common Stock on the date of
exercise of the Stock Appreciation Right or a combination thereof.

PERFORMANCE UNITS

Only employees who are not members of the Committee are eligible to receive
Performance Units under the 1995 Stock Incentive Plan. On March 31, 1995, the
Company had approximately 10,100 employees. The Committee shall determine which
eligible employees shall receive Performance Units, the times when they shall
receive them, the number of Shares to which each Performance Unit relates, if
any, and the terms and conditions of individual Performance Unit grants (which
need not be identical). The Committee shall

12
<PAGE> 15

determine the base price of each Performance Unit at the time of the granting of
the Performance Unit, which may not be negative. If no express determination of
the base price of a Performance Unit is made by the Committee, the base price
thereof shall equal zero dollars.

Subject to the rule set forth below, the Committee shall set performance
goals to be met over a Performance Period (see "Performance Goals") and shall
determine any vesting provisions. No such Performance Unit shall mature after
the expiration of ten years from the date of grant. If no express determination
of the times when a Performance Unit vests and matures is made by the Committee,
each Performance Unit shall vest and mature on the earlier of (a) the fifth
anniversary of the date of grant or (b) the date the Participant ceases to be an
employee because of death or disability, provided, in either case, that the
Performance Units have not previously lapsed or matured and that the Participant
has been an employee continuously during the time beginning on the date of grant
and ending on the date of maturity. If the employment of a Participant is
terminated by reason of death or disability or retirement during a Performance
Period, the Participant shall receive a prorated payout of the Performance
Units. The prorated payout shall be determined by the Committee, in its sole
discretion, shall be based upon the length of time that the Participant held the
Performance Units during the Performance Period, and shall further be adjusted
based on the achievement of the preestablished performance goals. Payment of
such Performance Units shall be made at the same time as payments are made to
Participants who did not terminate employment during the applicable Performance
Period.

Notwithstanding the terms of any Performance Unit, all Performance Units
which have not previously lapsed or matured shall mature upon the occurrence of
a Change in Control. The number of shares as to which a Performance Unit
maturing upon a Change in Control is paid shall be reduced by the ratio between
the number of full calendar months elapsed between the date of grant and the
date of the Change in Control and the total number of calendar months which
would have elapsed between the date of grant and the original maturity date in
the absence of death or disability.

The Committee will determine the amount or formula for determining the
amount to be paid out on the Performance Unit at the end of the Performance
Period subject to the limitations set forth below (See "Provisions Applicable to
all Types of Awards"). Payment to the Grantee of the amount realized at the end
of the Performance Period may be made, in the sole discretion of the Committee
unless otherwise provided in the grant thereof, in cash, whole shares of Common
Stock valued at the fair market value of a share of Common Stock on the date of
maturity of the Performance Unit, or a combination thereof. If a Performance
Unit is payable in shares of Common Stock and the amount payable results in a
fractional share, no fractional share may be issued, nor may any cash payment be
made in lieu of such fractional share. At the sole discretion of the Committee,
Participants may be granted the right to receive amounts equal to or formulated
in relation to dividends declared with respect to that number of shares which
have been earned but not yet distributed under any Performance Unit (such
dividends may be, in the discretion of the Committee, subject to the same
accrual, forfeiture, and payout restrictions as may apply to dividends earned
with respect to shares of Restricted Stock, if any).

UNRESTRICTED STOCK

The Committee shall determine which eligible employees will receive
Unrestricted Stock, the number of shares of Unrestricted Stock each eligible
employee will receive, the times when each eligible employee shall receive
Unrestricted Stock, and the terms and conditions of individual Unrestricted
Stock Awards (which need not be identical). Promptly after the Award of
Unrestricted Stock, the Company shall issue to the Grantee a certificate
representing the shares received thereunder. The Committee shall grant Awards of
Unrestricted Stock in consideration for services rendered by the Participant
which are deemed by the Committee to have a value to the Company in excess of
the par value of the shares so awarded.

PERFORMANCE GOALS

The Committee may, in its sole discretion, establish performance goals as
preconditions to the vesting of Awards of Restricted Stock and the payment of
Awards of Performance Units. Performance goals may be

13
<PAGE> 16

based on one or more business criteria that apply to the individual Participant,
a business unit or the Company as a whole. Such business criteria may include
one or a combination of the following: stock price, total shareholder return,
earnings per share or return on equity. Other business criteria may be
statistics relating to economic performance including revenue, operating
expenses, or earnings before interest, taxes, depreciation and amortization.

PROVISIONS APPLICABLE TO ALL TYPES OF AWARDS

The maximum number of shares of Common Stock with respect to which Awards
may be granted during any fiscal year of the Company to any employee shall be
500,000. In addition, the maximum aggregate cash payout granted to any Grantee
in any fiscal year of the Company with respect to such Grantee's Performance
Units or receipt of Restricted Stock shall not exceed $1,000,000. The Committee
may grant Awards having terms and conditions which vary from those specified in
the 1995 Stock Incentive Plan if such Awards are granted in substitution for, or
in connection with the assumption of, existing options granted by another
business entity and assumed or otherwise agreed to be provided for by the
Company pursuant to a transaction involving a merger or consolidation of or
acquisition of substantially all of the assets or stock of another business
entity that is not a subsidiary of the Company prior to such acquisition.

DISABILITY

If a Grantee who is an employee with the Company is absent from work with
the Company because of a physical or mental disability, such Grantee will not be
considered to have ended employment with the Company for purposes of the 1995
Stock Incentive Plan, while the Grantee has that disability, unless the Grantee
resigns or the Committee decides otherwise.

TRANSFER RESTRICTIONS

No Award or other benefit under the 1995 Stock Incentive Plan may be sold,
pledged or otherwise transferred other than by will or the laws of descent and
distribution, and no Award may be exercised during the life of the Grantee to
whom it was granted except by such Grantee.

TAXATION

GRANTEES SHOULD CONSULT THEIR INDIVIDUAL TAX ADVISERS BEFORE THE MATURITY
OR EXERCISE OF ANY AWARD OR THE DISPOSITION OF ANY SHARES ACQUIRED ON THE
EXERCISE OF AN AWARD.

Grantees are not taxed on the grant or exercise of an incentive stock
option. The difference between the exercise price of an incentive stock option
and the fair market value of a share of Common Stock received upon the exercise
of an incentive stock option may be subject to the federal alternative minimum
tax. If a Grantee exercises an incentive stock option and disposes of any of the
shares of Common Stock received by such Grantee as a result of such exercise
within two years from the date of grant or within one year after the issuance of
such shares to such Grantee, the Company will receive a tax deduction and the
Grantee will be taxed, as ordinary compensation income, on the lesser of the
gain on sale or the difference between the exercise price and the fair market
value of a share at the time of exercise; and the Grantee must pay or provide
for the withholding taxes on such ordinary income. The Grantee will also have a
capital gain to the extent that the sale price exceeds the fair market value on
the date of exercise. If the shares are not sold by the Grantee before the end
of those periods, the Grantee will have a capital gain or capital loss upon sale
of the shares to the extent that the sale price differs from the exercise price.
No tax effect will result to the Company by reason of the grant or exercise of
incentive stock options, or upon the disposition of shares after expiration of
two years from the date of grant or one year from the date of exercise.

Nonqualified Options and Stock Appreciation Rights are not taxed upon
grant. The Grantee is taxed, as ordinary compensation income, on the exercise of
such an Award. The exercise of a nonqualified Option requires the Grantee to
realize ordinary income to the extent that the fair market value of the shares
purchased on the date of exercise exceeds the exercise price. The Grantee's
basis for determining capital gain

14
<PAGE> 17

or capital loss upon sale of the shares is the higher of their fair market value
on the date of exercise and the exercise price. Stock Appreciation Rights are
taxable to the Grantee as ordinary income at the time of exercise. The Company
is entitled to a deduction equal to the ordinary compensation income realized by
the Grantee upon the exercise of nonqualified Options or Stock Appreciation
Rights.

Shares of Restricted Stock are not taxed upon purchase. The Grantee will be
taxed, as having received ordinary compensation income, on the vesting of shares
of Restricted Stock. Such vesting requires the Grantee to realize ordinary
income to the extent that the fair market value of the vested shares exceeds the
amount paid for such shares. The Grantee's basis for determining capital gain or
capital loss upon the sale or exchange of vested shares of Restricted Stock is
the higher of the fair market value of shares on the date of vesting or the
purchase price thereof. The Company will be entitled to a deduction equal to the
ordinary income realized by the Grantee upon the vesting of shares of Restricted
Stock.

Performance Units are not taxed upon grant. The Grantee will be taxed, as
having received ordinary compensation income, upon the maturity and payment of
the Performance Units. The amount of income realized by the Grantee will be the
amount of cash paid to the Grantee upon the maturity of the Performance Unit
plus the fair market value of the shares delivered to the Grantee. The Grantee's
basis for determining capital gain or capital loss upon the sale or exchange of
any shares delivered as a consequence of the maturity of a Performance Unit will
be the fair market value of such shares on the date of maturity. The Company
will be entitled to a deduction equal to the ordinary income realized by the
Grantee upon the maturity of the Performance Units.

Unrestricted Stock Awards are taxable upon grant. The Grantee will be taxed
as having received ordinary compensation income upon grant. The Grantee will
realize ordinary income to the extent of the fair market value of the shares of
Unrestricted Stock received by the Grantee. The Grantee's basis for determining
capital gain or capital loss upon the subsequent sale or exchange of shares of
Unrestricted Stock is the fair market value of the shares on the date of grant.
The Company will be entitled to a deduction equal to the ordinary income
realized by the Grantee upon the grant of shares of Unrestricted Stock.

Awards of Options and Stock Appreciation Rights are intended to be
performance-based compensation that will comply with the requirements of Code
Section 162(m) and the regulations thereunder. Awards of Restricted Stock and
Performance Units are intended to be performance based compensation, if the
Committee establishes performance goals as described above and otherwise
complies with the requirements of Code Section 162(m) and the regulations
thereunder concerning the grant and payment of such Awards. If the 1995 Stock
Incentive Plan complies with such law and regulations and the 1995 Stock
Incentive Plan continues to be in compliance, amounts deductible by the Company
upon the payment of Awards which qualify as performance-based compensation will
not be limited by the cap on the deductibility of compensation paid to certain
executive officers of public corporations which exceeds $1,000,000. Because
Section 162(m) is a new provision of the Code, the regulations thereunder have
not been finalized, and compliance may depend upon factors, such as
relationships between the Company and the members of the Compensation Committee
and periodic reauthorization of the 1995 Stock Incentive Plan by the
stockholders, which are presently unforeseeable, no assurance can be given that
the Company will remain in compliance with these rules or that non-compliance
will not cause amounts payable under the 1995 Stock Incentive Plan to become
non-deductible.

15
<PAGE> 18

1995 STOCK INCENTIVE PLAN BENEFITS

The following table sets forth the number of shares of Common Stock that
will be received under the 1995 Stock Incentive Plan by (a) each of the Named
Executive Officers; (b) the current executive officers of the Company as a
group; (c) the current directors of the Company who are not executive officers,
as a group; and (d) all employees of the Company, including all current officers
of the Company who are not executive officers of the Company, as a group, to the
extent such Awards are determinable.

<TABLE>
<CAPTION>
STOCK
EMPLOYEES' CONSULTANT RESTRICTED APPRECIATION PERFORMANCE UNRESTRICTED
OPTIONS NUMBER OPTIONS NUMBER STOCK NUMBER OF RIGHTS NUMBER UNITS NUMBER OF STOCK NUMBER OF
NAME AND POSITION OF SHARES OF SHARES SHARES OF SHARES SHARES SHARES
- ----------------------------- --------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Craig R. Lentzsch............ (a) Not applicable (a) (a) (a) (a)
President/Chief Executive
Officer
Thomas G. Plaskett........... Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
Former Interim President/
Chief Executive Officer
Frank J. Schmieder........... Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
Former President/Chief
Executive Officer
Bradley T. Harslem........... (a) Not applicable (a) (a) (a) (a)
Vice
President -- Information
Services and Chief
Information Officer
J. Floyd Holland............. (a) Not applicable (a) (a) (a) (a)
Senior Vice President --
Operations
Daniel R. Weston............. (a) Not applicable (a) (a) (a) (a)
Vice President -- Human
Resources
Ralph J. Borland............. (a) Not applicable (a) (a) (a) (a)
Vice President -- Sales and
Service
J. Michael Doyle............. Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
Former Executive Vice
President -- Chief
Financial Officer
George W. Hanthorn........... Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
Former Senior Vice
President,
General Counsel and
Secretary
Executive Officer Group...... (a) Not applicable (a) (a) (a) (a)
Non-Executive Director
Group...................... Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
Non-Executive Officer........ (a) Not applicable (a) (a) (a) (a)
Employee Group
</TABLE>

- ---------------

(a) Grants of Awards to employees are discretionary with the Committee and are,
therefore, not currently determinable. See "EXECUTIVE COMPENSATION" for
certain information as to grants of Awards under other Company plans made
in previous fiscal years.

VOTE REQUIRED

The affirmative vote of the holders of a majority of the shares of Common
Stock present, or represented, and entitled to vote at the Annual Meeting will
be required to approve the 1995 Stock Incentive Plan (See "VOTING
REQUIREMENTS").

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE 1995 LONG TERM STOCK INCENTIVE PLAN.

16
<PAGE> 19

PROPOSAL NO. 3

APPROVAL OF 1995 DIRECTORS' STOCK INCENTIVE PLAN

PROPOSAL

The 1995 Directors' Stock Incentive Plan (the "1995 Directors' Incentive
Plan") was adopted by the Board of Directors on February 27, 1995. The Board has
proposed that the Company's stockholders approve the 1995 Directors' Incentive
Plan. As of April 19, 1995, options to purchase approximately 16,190 shares of
Common Stock remained available to be granted to Directors under the Company's
1993 Non-Employee Director Stock Option Plan (See, "EXECUTIVE
COMPENSATION -- Directors' Compensation"). The Board of Directors believes that
the remaining number of options under the 1993 Plan is likely to be exhausted in
the near-term (although no additional specific grants are under consideration by
the Board of Directors). Accordingly, because the Board of Directors believes
that director stock ownership is important to the long-term performance of the
Company and endorses the use of stock options to attract, retain and motivate
directors, the Board of Directors has concluded that it is appropriate to
increase the number of shares of stock available to be granted under the
Company's stock option and incentive plans.

PURPOSE, DURATION, AMENDMENT AND TERMINATION

The 1995 Directors' Incentive Plan is designed to attract and retain
capable directors and to provide them with long term incentives to continue
their services to the Company, to maximize the value of the Company to its
stockholders and to permit them to acquire a continuing ownership interest in
the Company. No award of a stock option ("Option" or "Award"), may be granted
under the 1995 Directors' Incentive Plan after February 27, 2005. The Board of
Directors may at any time terminate the 1995 Directors' Incentive Plan, or make
such amendment to the 1995 Directors' Incentive Plan as it may deem advisable.
However, no amendment will be effective without the approval of the stockholders
of the Company if it were to: materially increase the benefits accruing to
participants under the 1995 Directors' Incentive Plan; materially increase the
number of shares of Common Stock which may be issued under the 1995 Directors'
Incentive Plan; or materially modify the requirements as to eligibility for
participation in the 1995 Directors' Incentive Plan. No amendment or termination
of the 1995 Directors' Incentive Plan may alter or impair the rights of a person
to whom an Award was granted (a "Grantee"), under any Award made before the
adoption of such amendment or termination by the Board of Directors, without the
written consent of such Grantee. The provisions of the 1995 Directors' Incentive
Plan setting forth the formulae that determine the exercise price of Options,
the number of shares of Common Stock as to which they are exercisable, the times
when they are granted and the persons who are participants may not be amended
more than once every six months, other than to comport with changes in the Code,
the Employee Retirement Income Security Act of 1974, or the rules thereunder.

COMMON STOCK

The aggregate number of shares of Common Stock in respect of which Awards
may be granted under the 1995 Directors' Incentive Plan may not exceed 300,000.
This number and the terms of any Award will be adjusted proportionately if the
shares of Common Stock are split, combined or altered by a share dividend or a
recapitalization, merger, consolidation or exchange of shares or other corporate
event. If any Award granted under the 1995 Directors' Incentive Plan is
canceled, terminates or expires for any reason without having been exercised in
full, the shares of Common Stock related to the unexercised portion of the Award
may be used again. Except as otherwise determined by the Board of Directors, the
shares of Common Stock issued under the 1995 Directors' Incentive Plan will be
authorized but unissued shares. However, shares which are to be delivered under
the 1995 Directors' Incentive Plan may be obtained by the Company from its
treasury, by purchases on the open market or from private sources. The proceeds
of the exercise of any Option will be general corporate funds of the Company.

DIRECTORS' OPTIONS

Only directors who are not employees of the Company are eligible to receive
Options under the 1995 Directors' Incentive Plan. On the date of each annual
meeting of stockholders, beginning with the Annual Meeting, an Option on 20,000
shares of Common Stock will automatically be granted to each eligible person

17
<PAGE> 20

who is elected or re-elected as a director at such meeting. At the Annual
Meeting, two directors, Thomas G. Plaskett and Frank L. Nageotte, will be
eligible for an Option Award. On any date when a person is appointed as a
director to fill a vacancy on the Board of Directors, an Option shall be
automatically granted to such person on the number of Shares equal to 20,000
multiplied by a fraction, the numerator of which equals the number of whole
calendar months remaining in the term for which such director is appointed at
the date of such appointment and the denominator of which equals the number of
whole calendar months of such term. Subject to approval of the 1995 Directors'
Incentive Plan by stockholders at the Annual Meeting, Frank L. Nageotte will be
entitled to an Option Award of 1,666 shares. Mr. Nageotte was appointed a Class
I director of the Company in February 1995 for a term expiring at the Annual
Meeting. The exercise price of Options grants will be the fair market value of a
share of Common Stock on the date of grant, which is the average high and low
prices of the Common Stock on the securities exchange on which it is listed. On
March 31, 1995, the high and low prices of a share of Common Stock on the
American Stock Exchange were $2.375 and $2.25.

Each Option will vest and first become exercisable as to one-third of the
shares originally subject to the Option on the date of each of the first three
anniversaries of the date of grant, if the Participant is then a director; and
each Option will lapse and cease to be exercisable upon the earliest of 10 years
from the date of grant, six months after the Participant ceases to be a director
because of death or disability, immediately if the Participant is removed from
office for cause by action of the stockholders of the Company in accordance with
the Bylaws of the Company and the General Corporation Law of the State of
Delaware or if the Participant voluntarily terminates service on the Board of
Directors without the consent of the Company, 5 years after the date on which
the Participant terminates service (other than for death, disability, for cause
or without consent) if, at the time of termination, the Participant has served
at least a three-year term of office, or 30 days after the date on which the
Participant terminates service (other than death, disability, for cause or
without consent) if, at the time of termination, the Participant has not served
at least a three-year term of office. Notwithstanding the foregoing, all Options
that have not previously been exercised nor lapsed and ceased to be exercisable,
will vest and become exercisable upon the occurrence of any Change in Control
(see "Employee Stock Options" in Proposal No. 2).

DISABILITY

If a Participant is absent from meetings of the Board of Directors because
of a physical or mental disability, for purposes of the Plan, such Participant
will not be considered to have ended service with the Board of Directors while
the Participant has that disability, unless the Participant resigns or is not
re-elected by the stockholders.

TRANSFER RESTRICTIONS

No Award or other benefit under the 1995 Directors' Incentive Plan may be
sold, pledged or otherwise transferred other than by will or the laws of descent
and distribution; and no Award may be exercised during the life of the Grantee
to whom it was granted except by such Grantee.

TAXATION

GRANTEES SHOULD CONSULT THEIR INDIVIDUAL TAX ADVISERS BEFORE THE MATURITY
OR EXERCISE OF ANY AWARD OR THE DISPOSITION OF ANY SHARES ACQUIRED ON THE
EXERCISE OF AN AWARD.

Options are not taxed upon grant. The Grantee is taxed, as ordinary income,
on the exercise of such an Award. The exercise of a nonqualified Option requires
the Grantee to realize ordinary income to the extent that the fair market value
on the date of exercise exceeds the exercise price. The Grantee's basis for
determining capital gain or capital loss upon sale of the shares is the higher
of their fair market value on the date of exercise and the exercise price. The
Company is entitled to a deduction equal to the ordinary income realized by the
Grantee upon the exercise of nonqualified Options.

1995 DIRECTORS' INCENTIVE PLAN BENEFITS

The following table sets forth the number of shares of Common Stock that
will be received under the 1995 Directors' Incentive Plan by (a) each of the
Named Executive Officers; (b) the current executive

18
<PAGE> 21

officers of the Company as a group; (c) each of the current directors of the
Company who are not executive officers; (d) the current directors of the Company
who are not executive officers, as a group; and (e) all employees of the
Company, including all current officers of the Company who are not executive
officers of the Company, as a group, to the extent such Awards are determinable.

<TABLE>
<CAPTION>
DIRECTORS'
OPTIONS
NAME AND POSITION NUMBER OF SHARES
--------------------------------------------------------------------- ----------------
<S> <C>
Craig R. Lentzsch.................................................... Not applicable
President/Chief Executive Officer
Thomas G. Plaskett................................................... (a)
Former Interim President/Chief Executive Officer, Non-Executive
Director
Frank J. Schmieder................................................... Not applicable
Former President/Chief Executive Officer
Bradley T. Harslem................................................... Not applicable
Vice President -- Information Services and
Chief Information Officer
J. Floyd Holland..................................................... Not applicable
Senior Vice President -- Operations
Daniel R. Weston..................................................... Not applicable
Vice President -- Human Resources
Ralph J. Borland..................................................... Not applicable
Vice President -- Sales and Service
J. Michael Doyle..................................................... Not applicable
Former Executive Vice President --
Chief Financial Officer
George W. Hanthorn................................................... Not applicable
Former Senior Vice President,
General Counsel and Secretary
Herbert Abramson..................................................... (a)
Non-Executive Director
Richard J. Caley..................................................... (a)
Non-Executive Director
Frank L. Nageotte.................................................... (a)(b)
Non-Executive Director
Alfred E. Osborne, Jr................................................ (a)
Non-Executive Director
Executive Officer Group.............................................. Not applicable
Non-Executive Director Group......................................... (a)(b)
Non-Executive Officer Employee Group................................. Not applicable
</TABLE>

- ---------------

(a) Each Non-Executive Director is eligible to receive grants of Options to
purchase 20,000 shares of Common Stock at each annual meeting of
stockholders where elected or re-elected as a director.

(b) Subject to stockholder approval of the 1995 Directors' Incentive Plan, Mr.
Nageotte will be entitled to receive a grant of Options to purchase 1,666
shares of Common Stock in connection with his appointment to the Board of
Directors on February 27, 1995.

VOTE REQUIRED

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE 1995 DIRECTORS' STOCK INCENTIVE PLAN.

19
<PAGE> 22

EXECUTIVE COMPENSATION

COMPENSATION

The following table sets forth all compensation, including bonuses, stock
option awards and other payments, paid or accrued by the Company during each of
the fiscal years ended December 31, 1994, 1993 and 1992, to or for the present
and former Chief Executive Officers of the Company, the four other most highly
compensated executive officers of the Company and two other former executive
officers of the Company who would have been part of the four most highly
compensated executive officers of the Company but for their termination of
employment during 1994 (the Chief Executive Officer and such other officers
collectively being the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- AWARDS
OTHER ------------
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) SATION($)(3) OPTIONS(#) SATION($)(4)
- ----------------------------------------------- ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Craig R. Lentzsch(5) 1994 45,096 0 -- 400,000 350,000
President/Chief Executive 1993 0 0 -- 0 0
Officer 1992 0 0 -- 0 0
Thomas G. Plaskett(6) 1994 161,538 0 -- 60,000 0
Former Interim President/ 1993 0 0 -- 0 0
Chief Executive Officer 1992 0 0 -- 0 0
Frank J. Schmieder(7) 1994 372,187 0 -- 0 710,854
Former President/Chief 1993 526,161 0 -- 301,000 8,955
Executive Officer 1992 504,590 222,020 -- 142,857 7,862
Bradley T. Harslem 1994 141,831 0 -- 55,000 1,642
Vice President -- Information 1993 10,141 0 -- 0 0
Services and Chief 1992 0 0 -- 0 0
Information Officer
J. Floyd Holland 1994 131,968 0 14,460 30,000 4,390
Senior Vice President -- 1993 117,833 0 13,635 61,500 3,894
Operations 1992 107,718 30,278 -- 17,858 4,120
Daniel R. Weston 1994 128,333 0 -- 55,000 17,360
Vice President -- Human 1993 0 0 -- 0 0
Resources 1992 0 0 -- 0 0
Ralph J. Borland 1994 119,096 0 -- 25,000 4,448
Vice President -- Sales 1993 113,108 0 -- 25,000 4,656
and Service 1992 112,008 22,486 -- 5,714 4,523
J. Michael Doyle(8) 1994 279,013 0 -- 0 6,176
Former Executive Vice President -- 1993 264,223 0 -- 195,000 6,695
Chief Financial Officer 1992 232,700 83,772 -- 102,857 6,187
George W. Hanthorn(9) 1994 150,311 0 -- 0 4,229
Former Senior Vice President, 1993 182,140 0 -- 96,000 5,121
General Counsel and Secretary 1992 172,333 55,147 -- 54,286 5,592
</TABLE>

- ---------------

(1) Represents annual salary, including compensation deferred by the Named
Executive Officer pursuant to the Company's 401(k) profit sharing plan.

(2) Represents annual bonus earned by the Named Executive Officer for the
relevant fiscal year.

(3) Except with respect to Mr. Holland for 1994 and 1993, the dollar value of
the perquisites and other personal benefits, securities or property paid to
each Named Executive Officer did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus received by such Named Executive Officer.
Of the total other annual compensation received by Mr. Holland in 1994 and
1993, $12,000 in each year consisted of a car allowance paid by the
Company.

(4) For Mr. Lentzsch ($350,000) and Mr. Weston ($15,000) represents transition
bonuses paid upon commencement of employment. For all other Named Executive
Officers, amounts include accrued severance benefits, premiums paid by the
Company for group term life insurance and contributions made by the Company
to the Company's 401(k) profit sharing plan on behalf of the Named
Executive Officer. During 1994, the Company paid $350,000 to Mr. Schmieder
for severance benefits and accrued an additional $350,000 in severance
benefits that were paid to Mr. Schmieder in 1995 (See "Severance

20
<PAGE> 23

Arrangements"). With the exception of severance paid or accrued for Mr.
Schmieder and the bonuses paid to Mr. Lentzsch and Mr. Weston, the 1994
amounts include $1,872, $0, $1,200, $0, $1,200, $1,872 and $1,446 in 401(k)
profit sharing plan contributions and $8,982, $1,642, $3,190, $2,360,
$3,248, $4,304 and $2,783 in group term life insurance premiums for Messrs.
Schmieder, Harslem, Holland, Weston, Borland, Doyle and Hanthorn,
respectively.

(5) Mr. Lentzsch became President/Chief Executive Officer effective November 15,
1994.

(6) Mr. Plaskett served as Interim President/Chief Executive Officer from the
time of Mr. Schmieder's resignation in August 1994 until November 14, 1994.

(7) Mr. Schmieder resigned as President/Chief Executive Officer on August 9,
1994.

(8) Mr. Doyle served as Executive Vice President -- Operations of the Company
until March 1994, when he became Executive Vice President, Chief Financial
Officer and Chief Administrative Officer. Mr. Doyle resigned as Executive
Vice President, Chief Financial Officer and Chief Administrative Officer on
October 21, 1994. He remained an employee of the Company until January 31,
1995.

(9) Mr. Hanthorn resigned from the Company on October 14, 1994.

EMPLOYMENT CONTRACTS

Craig R. Lentzsch. On October 19, 1994, the Board of Directors of the
Company unanimously elected Craig R. Lentzsch as President and Chief Executive
Officer of the Company. Mr. Lentzsch's term of office commenced on November 15,
1994. On November 22, 1994, the Board of Directors of the Company unanimously
elected Mr. Lentzsch to the additional office of Chief Financial Officer. The
terms of Mr. Lentzsch's compensation as set forth in his employment contract are
as follows: Mr. Lentzsch is entitled to an annual base salary of $350,000, with
a bonus for calendar year 1995 ranging from $175,000, which is guaranteed, to a
bonus, based on performance, of up to $385,000. Thereafter, Mr. Lentzsch is
entitled to receive an annual bonus in accordance with the Company's management
incentive plan as in effect from time to time. Mr. Lentzsch also received a
$350,000 transition bonus following execution of his employment contract. Mr.
Lentzsch also received options to purchase up to 400,000 shares of Common Stock,
with an exercise price of $2.0625 per share and a term of 10 years. Those
options will vest 50% on October 18, 1995, with an additional 25% of the options
vesting on each of October 18, 1996 and 1997. In the event that the Company
terminates, or does not renew Mr. Lentzsch's employment without cause (as
defined) or Mr. Lentzsch resigns for good reason (as defined), that portion of
his options which would have vested on the immediately following anniversary
date automatically will vest upon his termination. All unvested options
automatically will vest upon a change of control (as defined). If the Company
terminates, or does not renew, Mr. Lentzsch's employment without cause or Mr.
Lentzsch resigns for good reason, on or before the ninetieth day prior to the
first twelve months of his employment contract, the Company must pay Mr.
Lentzsch: (i) a lump sum payment equal to his then current, annualized base
salary; and (ii) the applicable incentive bonus (as defined). If the Company
terminates, or does not renew, Mr. Lentzsch's employment without cause or Mr.
Lentzsch resigns for good reason after the first twelve months of his employment
contract, the Company must pay Mr. Lentzsch a lump sum payment equal to two (2)
times the sum of: (i) an amount equal to his then current, annualized base
salary, and (ii) the greater of: (x) the applicable incentive bonus or (y)
$100,000. However, Mr. Lentzsch's employment contract provides that if there is
a change of control and within two years thereafter, Mr. Lentzsch's employment
is terminated for any reason other than cause, death, disability or retirement,
or if he resigns for good reason, Mr. Lentzsch will be entitled to receive twice
his then-current base salary plus twice all incentive compensation paid to him
during the 12 months preceding the change of control, subject to a "gross-up"
should any portion of his severance benefits be subject to any excise or income
taxes. Mr. Lentzsch also will participate in the Company's Supplemental
Executive Retirement Plan, and will receive past service credit related to his
former employment with the Company and its affiliates. Additionally, Mr.
Lentzsch will be entitled to participate in the Company's 401(k) plan, medical
plan, with waiver of pre-existing conditions, and other applicable benefit plans
and will be entitled to estate, tax and financial planning and a car allowance.
The initial term of Mr. Lentzsch's employment contract is one year from the
effective date of November 15, 1994. The contract automatically renews for two
additional years after the initial term, unless notice of termination is
provided by either party at least 90 days before the end of

21
<PAGE> 24

the initial term. Thereafter, the contract automatically renews for additional
one year terms, unless and until either party terminates the contract in
accordance with the express termination provisions of the contract.

Thomas G. Plaskett. The Board of Directors of the Company appointed Thomas
G. Plaskett as Interim President and Chief Executive Officer of the Company
effective as of August 9, 1994, and as Acting Chief Financial Officer as of
October 19, 1994. Mr. Plaskett served as President and Chief Executive Officer
until November 14, 1994, and as Chief Financial Officer until November 22, 1994.
As compensation for his services in those capacities, Mr. Plaskett received a
salary of $50,000 per month. The Board of Directors also granted Mr. Plaskett
options to purchase up to 50,000 shares of Common Stock at an exercise price of
$5.4375 per share. Those options vested one-half on the date of grant and
one-half on October 20, 1994, the business day following the election of Craig
R. Lentzsch as President and Chief Executive Officer of the Company.

SEVERANCE ARRANGEMENTS

By Company policy, executive officers of the Company, not otherwise subject
to an employment contract or other written severance arrangement, are entitled
to severance pay in the event that employment is terminated for lack of duties
or rearrangement of duties, including force reduction-related terminations. The
severance pay eligibility ranges from 12 to 18 months of the executive officer's
annual base salary on the date of termination, varying with the job grade of the
executive. In order to receive any benefit greater than one week's salary, the
executive officer must execute a release of claims.

In connection with Mr. Schmieder's resignation as President, Chief
Executive Officer and director of the Company on August 9, 1994, the Company
agreed to pay to Mr. Schmieder $350,000, in cash, at the time of his resignation
and $350,000, in cash, on January 2, 1995. These payments were approved by the
Board of Directors in lieu of the severance payments that Mr. Schmieder asserted
he was entitled to under his employment contract. In addition, Mr. Schmieder
will receive certain fringe benefits in accordance with his former employment
contract through November 26, 1995.

DIRECTORS' COMPENSATION

Directors of the Company are entitled to reimbursement of their reasonable
out-of-pocket expenses in connection with their travel to and attendance at
meetings of the Board of Directors or committees thereof. In addition, each
director of the Company who is not also an officer or employee of the Company
(an "Outside Director") receives an annual retainer of $25,000 (other than the
Chairman of the Board, who receives an annual retainer of $45,000), and a fee of
$1,000 for each meeting of the Board of Directors at which such director is
present (or $500 in the case of a telephonic meeting). Each Outside Director who
is a member of a committee of the Board of Directors also receives a fee of $750
(other than the Chairman of the committee, who receives a fee of $1,000) for
each meeting of such committee at which the director is present.

Effective September 28, 1993, the Board of Directors of the Company adopted
the Greyhound Lines, Inc. 1993 Non-Employee Director Stock Option Plan (the
"1993 Director Plan"), pursuant to which 200,000 shares of Common Stock have
been reserved for issuance pursuant to options available to be granted to
Outside Directors. Upon adoption of the 1993 Director Plan, each then serving
Outside Director received a grant of 15,000 Performance Options (as defined).
Each Performance Option initially granted under the plan has an exercise price
of $20.63 per share (which represented the fair market value, as defined, of the
Company's Common Stock on the grant date) and expires on September 28, 2003.
None of the Performance Options will be exercisable until September 28, 2002
unless the Company's closing stock price reaches 160% of the initial exercise
price (or $33.00 per share in the case of the initial Performance Options) for
10 consecutive trading days or 20 trading days, whether or not consecutive,
during the 3 1/4 year period immediately following the grant date (the "Stock
Price Condition"). Subject to satisfaction of the Stock Price Condition, 40% of
the Performance Options vest and become exercisable on the first anniversary of
the grant date, 40% vest and become exercisable on the second anniversary and
20% vest and become exercisable on the third anniversary.

The 1993 Director Plan, as amended effective May 10, 1994, further provides
that each person who is elected or appointed an Outside Director of the Company
on or after May 10, 1994 will automatically be granted as of the date on which
that person is qualified to serve as a director of the Company, an Election
Option (as described below) to purchase up to 10,000 shares of Common Stock.
Each Election Option will

22
<PAGE> 25

have an exercise price equal to the fair market value of the Common Stock on the
grant date, will have a term of 10 years and will vest and become exercisable in
two equal installments: the first, 18 months after the grant date, the second,
36 months after the grant date. Further, the 1993 Director Plan, as amended,
provided for a grant effective on the first anniversary date of the plan
(September 28, 1994), to directors first serving prior to May 10, 1994, of an
option to purchase up to 11,100 shares of Common Stock. Each such additional
option has an exercise price of $2.16 per share, a term of 5 years and will vest
and become exercisable in four equal installments, on the first, second, third
and fourth anniversary dates of the grant date.

The 1993 Director Plan was further amended, effective February 26, 1995, to
eliminate any future Election Option grants. Additionally, the plan was amended
to provide for an additional grant of options, effective as of April 18, 1995,
to Outside Directors who were serving as Outside Directors on the grant date and
who had served a minimum of 6 months on the Company's Board of Directors. Such
additional grant was in an amount equal to the greater of: (i) 1.1 (one and one
tenth) shares multiplied by the number of option shares previously granted to
the Outside Director pursuant to the Company's option plans; or (ii) 21,000
Option shares, if the Outside Director would have, after giving effect to the
number of Option shares calculated under (i), a total number of Option shares of
less than 21,000. Each such additional option has an exercise price of $3.16 per
share, a term of 10 years and will vest and become exercisable in three equal
installments, on the first, second and third anniversary dates of the grant
date.

On January 5, 1994, J. Patrick Foley, a former director of the Company,
resigned from the Board of Directors because of a difference with the Board of
Directors over his service on the Board of Directors of Continental Airlines,
which began in 1993. In connection with his resignation, the Board of Directors
authorized the Company to pay Mr. Foley $25,000 in 1994 and 1995 and a pro rated
share of that amount for the first five months of 1996 to ensure his
availability to the Company as a consultant on an as-needed basis. In addition,
in replacement of his outstanding options (both vested and unvested) to purchase
25,000 shares of Common Stock, including the 10,000 Performance Options, the
Company granted Mr. Foley a fully vested option to purchase 10,000 shares of
Common Stock at an exercise price of $10.375 per share, representing the fair
market value of the Common Stock on the grant date. That option expired
unexercised on January 5, 1995.

In May 1994, Thomas F. Meagher, then a director of the Company, declined to
stand for re-election because of a difference with the Board of Directors over
his service on the board of directors of TransWorld Airlines, Inc. At that time,
the Board of Directors authorized the Company to enter into a three-year
consulting agreement with Mr. Meagher under which he would be available to
provide consulting services on an as-needed basis to the Company at a cost of
$25,000 per year. In addition, in replacement of his outstanding options (both
vested and unvested) to purchase 25,000 shares of Common Stock, including the
10,000 Performance Options, the Board of Directors granted Mr. Meagher a fully
vested option to purchase 10,000 shares of Common Stock. Those options were
granted effective as of May 10, 1994, with an exercise price of $10.50 per
share. Those options are exercisable, in whole or in part, at any time and from
time to time on or before May 10, 1999. On September 27, 1994, Mr. Meagher again
became a director of the Company, at which time the Company and Mr. Meagher
terminated his consulting arrangement. Mr. Meagher resigned as a director of
TransWorld Airlines, Inc. when he rejoined the Company's Board of Directors in
September 1994. On March 30, 1995, Mr. Meagher again resigned from the Company's
Board of Directors to re-join the board of directors of TransWorld Airlines,
Inc.

In August 1994, Charles J. Lee, then a director of the Company, resigned as
a director of the Company. At that time, the Board of Directors authorized the
continued payment to Mr. Lee of his annual retainer of $25,000 per year through
May 1996.

In January 1995, Robert B. Gill, then a director of the Company, resigned
as a director of the Company. The Board of Directors authorized the Company to
pay Mr. Gill's annual retainer of $25,000 for 1995. In addition, the Board of
Directors authorized, in replacement of Mr. Gill's outstanding unvested options
to purchase 15,000 shares of Common Stock, a grant of a fully vested option to
purchase 15,000 shares of Common Stock. Those options were granted effective as
of January 24, 1995, with an exercise price of $1.66 per share. Those options
are exercisable, in whole or in part, at any time and from time to time on or
before January 24, 2000.

23
<PAGE> 26

On March 20, 1995, Charles A. Lynch, the former Chairman of the Board of
the Company, resigned as a director. In April 1995, the Board of Directors
authorized, in replacement of Mr. Lynch's outstanding vested and unvested
options to purchase 36,100 shares of Common Stock, a grant of a fully vested
option to purchase 50,810 shares of Common Stock. Those options, granted
effective as of April 18, 1995, with an exercise price of $3.16 per share, are
exercisable, in whole or in part, at any time and from time to time on or before
April 18, 2000.

STOCK OPTION PLANS

The following table reflects all options granted to the Named Executive
Officers of the Company during 1994 under the Company's 1991 and 1993 Stock
Option Plans. Additionally, the present value of the options at the grant date
is provided. The present value is calculated using the Black-Scholes model,
which is a mathematical formula widely used to value stock options. This formula
considers a number of factors including the stock's volatility, dividend rate,
term of the option and interest rates to estimate the option's present value.
The stock option's ultimate value, regardless of its estimated value, will be
dependent on the market value of the Common Stock at a future date when the
stock option becomes exercisable and is exercised. This market value will depend
on the efforts of the Company to increase the profitability of the Company for
all stockholders.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------
NUMBER OF % OF TOTAL GRANT DATE
SECURITIES OPTIONS VALUE
UNDERLYING GRANTED TO -------------
OPTIONS EMPLOYEES EXERCISE GRANT DATE
NAME GRANTED(#) IN FISCAL YEAR PRICE($/SH) EXPIRATION DATE PRESENT VALUE
- --------------------------- ---------- -------------- ----------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Craig R. Lentzsch.......... 400,000(1) 28.97 2.06 November 22, 2004 688,000(6)
Thomas G. Plaskett......... 10,000(2) 0.72 10.50 May 10, 2004 71,300(7)
50,000(3) 3.62 5.44 August 29, 1999 147,500(8)
Frank J. Schmieder......... 0 N/A N/A N/A N/A
Bradley T. Harslem......... 30,000(4) 2.17 10.25 March 2, 2004 205,800(9)
25,000(5) 1.81 2.84 September 27, 1999 38,500(10)
J. Floyd Holland........... 30,000(5) 2.17 2.84 September 27, 1999 46,200(10)
Daniel R. Weston........... 30,000(4) 2.17 10.25 March 2, 2004 205,800(9)
25,000(5) 1.81 2.84 September 27, 1999 38,500(10)
Ralph J. Borland........... 25,000(5) 1.81 2.84 September 27, 1999 38,500(10)
J. Michael Doyle........... 0 N/A N/A N/A N/A
George W. Hanthorn......... 0 N/A N/A N/A N/A
</TABLE>

- ---------------

(1) Fifty percent of the options granted will become exercisable on and after
October 18, 1995, 25% will become exercisable on and after October 18,
1996, and 25% will become exercisable on and after October 18, 1997.

(2) Fifty percent of the options granted will become exercisable on and after
November 10, 1995, and the remaining 50% will become exercisable on and
after May 10, 1997.

(3) Fifty percent of the options granted became exercisable on and after the
grant date of August 29, 1994, and the remaining 50% became exercisable on
and after October 20, 1994.

(4) Sixty percent of the options granted will become exercisable on and after
September 2, 1995, and 40% will become exercisable on and after March 2,
1997.

(5) Forty percent of the options granted will become exercisable on and after
September 27, 1995, 40% will become exercisable on and after September 27,
1996, and 20% will become exercisable on and after September 27, 1997.

(6) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 72.48%,
risk-free rate of return at grant date of 7.96%, annual dividend yield of
$0, option term of ten years from grant date and stock price at grant date
of $2.06.

24
<PAGE> 27

(7) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 44.13%,
risk-free rate of return at grant date of 7.18%, annual dividend yield of
$0, option term of ten years from grant date and stock price at grant date
of $10.50.

(8) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 53.08%,
risk-free rate of return at grant date of 6.88%, annual dividend yield of
$0, option term of five years from grant date and stock price at grant date
of $5.44.

(9) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 44.95%,
risk-free rate of return at grant date of 6.48%, annual dividend yield of
$0, option term of ten years from grant date and stock price at grant date
of $10.25.

(10) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 52.82%,
risk-free rate of return at grant date of 7.08%, annual dividend yield of
$0, option term of five years from grant date and stock price at grant date
of $2.84.

The following table reflects information with respect to option exercises
by the Named Executive Officers during the year ended December 31, 1994, and
information with respect to the unexercised options to purchase the Company's
Common Stock granted under the 1991 and 1993 Stock Option Plans to the Named
Executive Officers and held by them at December 31, 1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1994 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS
SHARES 1994(#) AT DECEMBER 31, 1994($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Craig R. Lentzsch........... 0 0 0 400,000 0 100,000
Thomas G. Plaskett.......... 0 0 50,000 10,000 0 0
Frank J. Schmieder.......... 0 0 0 0 0 0
Bradley T. Harslem.......... 0 0 0 55,000 0 0
J. Floyd Holland............ 0 0 28,500 83,000 0 0
Daniel R. Weston............ 0 0 0 55,000 0 0
Ralph J. Borland............ 0 0 15,000 45,000 0 0
J. Michael Doyle............ 0 0 160,000 165,000 0 0
George W. Hanthorn.......... 0 0 0 0 0 0
</TABLE>

- ---------------

(1) Computed based upon the difference between the fair market value and
aggregate exercise price at December 31, 1994.

LONG-TERM INCENTIVE PLANS

The Company does not maintain any long-term incentive plan under which
awards were granted or paid during 1994.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of Messrs.
Caley, Osborne and Abramson.

In connection with the financial restructuring of the Company occurring in
December 1994, Connor Clark Ltd. (of which Mr. Abramson is an officer and
director) agreed to act as a standby purchaser with respect to up to 650,000
shares of Common Stock offered in a rights offering to stockholders. At the
conclusion of the rights offering, Connor Clark Ltd. purchased all such shares.
As an inducement to serve as a standby purchaser, the Company paid Connor Clark
Ltd. a commitment fee of approximately $14,000 (representing 1% of Connor Clark
Ltd.'s total standby purchase commitment) and a takedown fee of approximately
$70,000 (representing 5% of the exercise price paid) in respect of the shares
actually purchased pursuant to the standby purchase arrangement.

25
<PAGE> 28

REPORT OF THE COMPENSATION COMMITTEE

The members of the Compensation Committee (the "Compensation Committee") of
the Board of Directors, composed entirely of non-employee directors, have the
duty to review the compensation levels and performance of executive officers,
including the Named Executive Officers, and to review officer candidates and
consider officer succession and related matters. In addition, the Compensation
Committee administers the Company's Management Incentive Plans (the "MIPs"), the
1991 Stock Option Plan and the 1993 Stock Option Plan, and if approved by
stockholders, the 1995 Stock Incentive Plan. The Compensation Committee
formulates, subject to ratification by the Board of Directors, all aspects of
compensation for the executive officers.

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Company's executive compensation program consists of three main
components:

- Base salary.

- A potential for an annual incentive payment under the Company's MIPs,
based on Company financial performance relative to specific objectives
established during a fiscal year. Each year the Compensation Committee
establishes financial performance targets which the Company must
achieve in order for payments to be made.

- The opportunity to receive equity-based compensation, in the form of
options to purchase the Company's Common Stock or other stock-related
awards, linked to the long-term performance of the Company.

The compensation policy of the Company, which is established and
administered by the Compensation Committee, subject to ratification of
performance-based standards by the Board of Directors, is that a substantial
portion of the annual compensation of each executive officer must relate to and
be contingent upon the financial performance of the Company, as well as the
individual contribution of each executive officer. As a result, much of each
executive officer's annual compensation is "at risk," with incentive payments,
at target levels, providing up to 55% of an individual's base salary.
Additionally, compensation policies are designed to provide significant
equity-based incentives for executives to ensure that they are motivated over
the long term to respond to the Company's business challenges and opportunities
as stockholders rather than just as employees.

In establishing base salaries, benefit plans and cash and equity-based
incentive plans for its executive officers, the Compensation Committee uses the
services of a compensation consulting firm to advise the Committee. The
consulting firm provides advice to the Compensation Committee with respect to
the reasonableness of compensation and benefits paid to executive officers. In
doing so, that firm compares the compensation paid by the Company to
compensation programs established by other companies. Although the Compensation
Committee does not compare the Company's programs to a "peer group" of
companies, companies that are in the business of transporting passengers and
freight, as well as companies that have successfully emerged from bankruptcy,
have from time to time been used for comparison. No specific peer group is
currently deemed appropriate for comparison because the Company is the only
nationwide bus transportation company and comparability to other industries is
difficult due to the size and financial condition of the Company. Generally, the
Compensation Committee endeavors to pay competitive salary and benefits, but
believes that the Company's compensation programs are below the average when
compared to the other programs reviewed by the Compensation Committee.

Executive officers are eligible for incentive payments, paid annually under
the Company's MIPs. Those payments can contribute up to 110% of each executive
officer's base salary. At the start of each fiscal year, annual goals for the
Company, based upon earnings before interest, taxes, depreciation and
amortization ("EBITDA") and revenues, are established by the Compensation
Committee, subject to being ratified by the Board of Directors. Each executive
officer, including the CEO, is assigned a target award, which is a percentage of
his or her annual base salary. The target awards range from 15% to 55% of the
base salary. The target award is the same for each executive officer having the
same salary grade level in the Company, although the Compensation Committee
reserves the right to reduce a payout based on an evaluation of

26
<PAGE> 29

individual performance. The percentage of the target award received by each
executive officer varies from 0% to 200% of the target award, depending upon
first, whether the revenue target is met, and second, the percentage of the
Company's EBITDA goal attained in the relevant fiscal year.

The long-term, performance-based compensation of executive officers takes
the form of option awards under the 1991 Stock Option Plan and 1993 Stock Option
Plan. Option awards are intended to further align the interests of the Company's
executive officers with those of its stockholders. The Compensation Committee
has approved a new stock incentive plan, subject to stockholder approval, with
other stock-related awards, such as stock appreciation rights, performance units
or restricted stock. In granting options under the 1991 and 1993 Stock Option
Plans, the Compensation Committee generally takes into account: (i) each
executive's responsibilities and relative position in the Company, as well as a
subjective evaluation of each executive officer's performance during the prior
and current fiscal year; (ii) the long-term equity-based compensation plans
established by other companies; and (iii) option awards made to each executive
and the executive officers as a group in the prior year.

As a matter of policy, the Compensation Committee establishes "step"
vesting provisions where options become exercisable, in general, over a
three-year period. All stock option grants are made at the fair market value of
the stock on the date of grant. Options to executives granted since August 1994
generally expire in five years. The Compensation Committee intends to continue
this policy, unless special circumstances warrant a longer term.

The Compensation Committee's policy is to design and administer
compensation plans that maximize the proportion of compensation expense that is
tax deductible by the Company. The Omnibus Budget Reconciliation Act of 1993, as
reflected in proposed regulations under Section 162(m) of the Internal Revenue
Code, places a limit on the amount of compensation in excess of $1 million that
may be paid to the CEO and four other most highly compensated executive
officers. The Company established the MIP in 1994 with performance criteria so
that future payments under the plan will comply with Section 162(m). The
proposed 1995 Stock Incentive Plan has also been designed so that the standards
of Section 162(m) can be met. The Company believes its other compensation plans
comply with the IRS regulations and the compensation afforded under the plans
will be tax deductible. However, the Compensation Committee must continue to
monitor its plans and the IRS regulations to ensure the maximum opportunity for
tax deductibility.

COMPANY PERFORMANCE AND EXECUTIVE OFFICER COMPENSATION

The Compensation Committee reviewed the Company's 1994 financial
performance relative to the established revenue and EBITDA goals and determined
that the Company did not meet or exceed the performance targets established for
1994. As a result, no incentive payments were earned or paid to any executive
officers for the 1994 fiscal year under the Company's MIP, the second straight
year that no MIP incentive payments were made to the Company's officers. The
only other bonuses paid during 1994 were transition bonuses that the
Compensation Committee deemed necessary to recruit new executive officers hired
to fill open positions.

During 1994, the Company hired a new President and Chief Executive Officer,
Craig R. Lentzsch. Mr. Lentzsch's employment contract provides for an initial
annual base salary of $350,000, with a bonus for calendar year 1995 ranging from
$175,000, which is guaranteed, to a bonus, based on performance, of up to
$385,000. Mr. Lentzsch also received a $350,000 transition bonus following
execution of his employment contract. In connection with his hiring, Mr.
Lentzsch also received stock options to purchase up to 400,000 shares. The terms
of Mr. Lentzsch's employment reflect the Compensation Committee's philosophy of
creating long-term incentives through the use of material stock option grants to
senior executives. The size and components of Mr. Lentzsch's compensation
package were determined by the Compensation Committee with the intent of
establishing a lower base salary than was paid to the former CEO, while at the
same time, placing a greater percentage of total compensation "at risk" and
dependent upon Company performance through the use of incentive bonuses and
stock option grants. It also reflects arms-length bargaining between Mr.
Lentzsch and the Company and the Compensation Committee's effort to attract a
chief executive with substantial bus business experience and to do so during
difficult financial times.

27
<PAGE> 30

Also during 1994, the Company hired Mr. Plaskett, who served as Interim
President and Chief Executive Officer from August to November 1994. The terms of
Mr. Plaskett's compensation reflected the short-term nature of his position and
his lost opportunity costs by assuming employment with the Company on a
full-time basis for an uncertain period of time.

The compensation for Mr. Schmieder during his tenure as President and Chief
Executive Officer in 1994 was established during 1993 in accordance with the
terms of his employment contract. No stock options were granted to Mr. Schmieder
during 1994 and he received no bonus or other incentive payment.

No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries.

Compensation Committee:

Richard J. Caley
Herbert Abramson
Alfred E. Osborne, Jr.

28
<PAGE> 31

STOCK PRICE PERFORMANCE

The following graph depicts the Company's stock price performance relative
to the performance of the Standard & Poor 500 Composite Index and the Standard &
Poor Transportation Index.

(GRAPH)

<TABLE>
<CAPTION>
12/91 12/92 12/93 12/94
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Greyhound Lines, Inc. 100.00 137.84 124.32 25.00
S&P 500 Composite Index 100.00 104.46 111.83 110.11
S&P Transportation Index 100.00 106.53 158.20 102.53
</TABLE>

The graph above assumes an investment of $100 in the Company's Common
Stock, the Standard & Poor 500 Composite Index and the Standard & Poor
Transportation Index on December 31, 1991, the first such annual measurement
date since the Company's issuance of stock on October 31, 1991, and assumes a
reinvestment of all dividends. The Company has not paid cash dividends on its
Common Stock. Note that the Company's Common Stock price performance on the
graph above is not necessarily indicative of future stock price performance.

VOTING REQUIREMENTS

With regard to Proposal No. 1, the election of directors, votes may be cast
for or votes may be withheld from each nominee. Directors will be elected by
plurality vote. Therefore, votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may not be specified with
respect to the election of directors and, under Delaware law, broker non-votes
(i.e., the failure of a broker to vote on a non-discretionary matter in absence
of instructions from the beneficial owner of the Common Stock) will have no
effect on the outcome of the election of directors.

With regard to Proposals No. 2 and 3, the approval of the Greyhound Lines,
Inc. 1995 Long Term Stock Incentive Plan and the Greyhound Lines, Inc. 1995
Directors' Stock Incentive Plan, respectively, votes may be cast for or against
these proposals, or stockholders may abstain from voting on these proposals.
Approval of these proposals requires the affirmative vote of at least a majority
of the shares of Common Stock present or represented by proxy at the meeting and
entitled to vote. Therefore, abstentions will have the effect of votes against
the approval of these proposals and, under Delaware law, broker non-votes will
have no effect on the outcome.

If no directions are specified in any duly signed and dated proxy card
received by the Company, the shares represented by that proxy card will be
counted as present for quorum purposes and will be voted by the named
attorneys-in-fact (i) FOR the election of directors recommended by the Board of
Directors; (ii) FOR approval of the Greyhound Lines, Inc. 1995 Long Term Stock
Incentive Plan; (iii) FOR approval of the Greyhound Lines, Inc. 1995 Directors'
Stock Incentive Plan; and (iv) in accordance with the discretion of the named
attorneys-in-fact on other matters, if any, properly brought before the Annual
Meeting.

29
<PAGE> 32

SECTION 16(A) REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the SEC initial reports of beneficial
ownership and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) reports they file. To the Company's knowledge, based solely
on a review of the copies of such reports furnished to the Company and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with for the year ended December 31, 1994,
except (a) individuals and entities associated with the Connor/Clark Parties,
none of which individuals or entities owns 10% or more of the Common Stock,
filed thirty-two late reports, and (b) Martha M. Smither, Vice
President-Controller, filed a late Form 3 after joining the Company in May 1994.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP served as the Company's independent public accountant
for the fiscal year ended December 31, 1994, and will serve in that capacity
again for the fiscal year ending December 31, 1995. No member of Arthur Andersen
LLP or any of its associates has any financial interest in the Company or its
affiliates. A representative of Arthur Andersen LLP will be available at the
Annual Meeting to respond to appropriate questions and will be given an
opportunity to make a statement on behalf of Arthur Andersen LLP, if desired.

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, it is the intention of the attorneys-in-fact named in the
accompanying proxy to vote in accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS

Stockholder proposals to be included in the Company's proxy statement
relating to the 1996 Annual Meeting of Stockholders of the Company must be
received no later than December 30, 1995 at the Company's principal executive
offices, 15110 N. Dallas Parkway, Dallas, Texas 75248, directed to the attention
of the Secretary. Stockholders of the Company who intend to nominate candidates
for election as a director or to bring business before the meeting must also
comply with the applicable procedures set forth in the Company's Bylaws (See
"ELECTION OF DIRECTORS -- Stockholder Nomination of Director Candidates"). The
Company will furnish copies of such Bylaw provisions upon written request to the
Secretary of the Company at the aforementioned address.

AVAILABILITY OF FORM 10-K

The Company will provide to any stockholder, without charge, upon written
request of such stockholder, a copy of the Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1994, as filed with the SEC. Such requests should
be addressed to Investor Relations, Greyhound Lines, Inc., P.O. Box 660362,
Dallas, Texas 75266-0362.

The foregoing notice and proxy statement are sent by order of the Board of
Directors.

Mark E. Southerst
Vice President and
General Counsel and Secretary

April 28, 1995

30
<PAGE> 33
APPENDIX A

GREYHOUND LINES, INC.

1995 LONG TERM STOCK INCENTIVE PLAN

_________________________________________

FEBRUARY 27, 1995

_________________________________________

PREAMBLE:

1. Greyhound Lines, Inc., a Delaware corporation ("Greyhound" or the
"Company"), by means of this 1995 Long Term Stock Incentive Plan (the "Plan")
desires to afford certain of its and its Parent s and Subsidiaries employees,
officers and consultants an opportunity to acquire a proprietary interest in
the Company and thus to create in such persons an increased interest in and a
greater concern for the welfare of the Company.

2. The Company has determined that the foregoing objectives will be
promoted by granting Awards (as hereinafter defined) under this Plan to certain
officers, employees and consultants of the Company and of its Parent and
Subsidiaries, if any, pursuant to this Plan.

TERMS:

ARTICLE 1. DEFINITIONS.

Section 1.1. General. Certain words and phrases used in this Plan shall
have the meanings given to them below in this section:

"Award" means a grant of Options, Stock Appreciation Rights, Performance
Units or Unrestricted Stock, or the right to purchase Restricted Stock under
the Plan.

"Base Price" means, with respect to a Performance Unit, the per Share
amount that is the basis for the calculation thereunder.

"Board of Directors" means the board of directors of Greyhound.

"Change in Control" means (a) the acquisition by any person (defined for
the purposes of this definition to mean any person within the meaning of
Section 13(d) of the Exchange Act), other than Greyhound or an employee benefit
plan created by the Board of Directors for the benefit of its Employees, either
directly or indirectly, of the beneficial ownership (determined under Rule
13d-3 of the Regulations promulgated by the SEC under Section 13(d) of the
Exchange Act) of securities issued by Greyhound having 30% or more of the
voting power of all the voting securities issued by Greyhound in the election
of Directors at the next meeting of the holders of voting securities to be held
for such purpose, (b) the election of a majority of the Directors elected at
any meeting of the holders of voting securities of Greyhound who are persons
who were not nominated for such election by the Board of Directors or a duly
constituted committee of the Board of Directors having authority in such
matters; (c) the approval by the stockholders of Greyhound of a merger or
consolidation with another person, other than a merger or consolidation in
which the holders of Greyhound s voting securities issued and outstanding
immediately before such merger or consolidation continue to hold voting
securities in the surviving or resulting corporation (in the same relative
proportions to each other as existed before such event) comprising 80% or more
of the voting power for all purposes of the surviving or resulting corporation;
or (d) the approval by the stockholders of Greyhound of a transfer of
substantially all of the assets of Greyhound to another person other than a
transfer to a transferee, 80% or more of the voting power of which is owned or
controlled by Greyhound or by the holders of Greyhound s voting securities
issued and outstanding immediately before such transfer in the same relative
proportions to each other as existed before such event.
<PAGE> 34
"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as now in effect or hereafter amended.

"Committee" means the Committee of the Board of Directors that administers
the Plan under Section 2.1 below.

"Common Stock" means the common stock, par value $.01 per share, of the
Company.

"Consultant" means any person who provides services to the Company or any
Parent or Subsidiary (other than in connection with the offer or sale of
securities of the Company or any Parent or Subsidiary in a capital raising
transaction), who is neither an Employee nor a Director and who is a consultant
or an adviser to the Company or any Parent or Subsidiary within the meaning of
General Instruction A.1. to Form S-8 promulgated by the SEC under the
Securities Act of 1933.

"Date of Grant" means the date an Award is first granted.

"Director" means a member of the Board of Directors.

"Effective Date" means the date this Plan is first adopted by the Board of
Directors.

"Employee" means any common law employee of Greyhound or any Parent or
Subsidiary of Greyhound and any person who is an officer of Greyhound or any
Parent or Subsidiary of Greyhound pursuant to the Bylaws or comparable
governing document of such company.

"Exchange Act" means the Securities Exchange Act of 1934 and the
regulations thereunder, as now in effect or hereafter amended.

"Exercise Price" means, with respect to an Option, the amount of
consideration that must be delivered to the Company in order to purchase a
single Share thereunder and, with respect to a Stock Appreciation Right that is
not granted in tandem with an Option, the per Share amount that is the basis
for the calculation of the payment thereunder.

"Fair Market Value of a Share" means the arithmetic mean between the high
and low per Share prices on the principal national securities exchange or the
NASDAQ - National Market System on which the Shares are listed or admitted to
trading, on the date of determination or, if such price cannot be determined
for the date of determination, the most recent date for which such prices can
reasonably be ascertained.

"Grantee" means any person to whom an Award has been granted and any heir
or legal representative to whom an Award has been transferred by will or the
laws of descent and distribution.

"Incentive Stock Option" or "ISO" means an Option intended to comply with
the terms and conditions set forth in Section 422 of the Code.

"Nonqualified Option" means a Stock Option other than an Incentive Stock
Option.

"Officer" means an officer of the Company as defined in 17 C.F.R. Section
240.16a-1(f) as now in effect or hereafter amended.

"Option" or "Stock Option" means a right granted under Article 5 or 6 of
the Plan to a Participant to purchase a stated number of Shares.

"Option Agreement" means an agreement evidencing an Option substantially in
the form of Exhibit A or Exhibit B attached hereto.

"Parent" means a parent of a given corporation as such term is defined in
Section 424(e) of the Code.

"Participant" means a person who is eligible to receive and has received an
Award under the Plan.

-2-
<PAGE> 35
"Performance Unit" means a performance unit granted to a Participant under
Article 9 of the Plan.

"Performance Unit Agreement" means a Performance Unit Agreement in the form
of Exhibit E attached hereto.

"Plan" means this Plan as it may be amended or restated from time to time.

"Restricted Stock" means Shares purchased under Article 7 of the Plan that
are subject to restrictions on transfer and risks of forfeiture under the Plan.

"Restricted Stock Purchase Agreement" means a Restricted Stock Purchase
Agreement in the form of Exhibit C attached hereto.

"Rule 16b-3" means Rule 16b-3 (17 C.F.R. Section 240.16b-3) promulgated
under Section 16(b) of the Exchange Act as now in effect or hereafter amended.

"SAR Agreement" means a Stock Appreciation Right Agreement in the form of
Exhibit D attached hereto.

"SEC" means the Securities and Exchange Commission.

"Shares" means shares of Common Stock.

"Stock Appreciation Right" or "SAR" means a stock appreciation right
granted to a Participant under Article 8 of the Plan.

"Subsidiary" means a subsidiary of a given corporation as such term is
defined in Section 424(f) of the Code.

"Ten Percent Stockholder" means a person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company. Ownership shall, for the
purposes of the previous sentence, be determined under the rules set forth in
Section 424 of the Code.

"Termination without cause" means a termination by the Company or any
Parent or Subsidiary of the Company of the employment of a Grantee with the
Company or any such Parent or Subsidiary that is not for cause and is not
occasioned by the resignation, death or disability of the Grantee.

"Unrestricted Stock" means Shares granted to a Participant under Article
10 of the Plan.

Section 1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles.

Section 1.3. Effect of Definitions. The definitions set forth in Section
1.1 above shall apply equally to the singular, plural, adjectival, adverbial
and other forms of any of the words and phrases defined regardless of whether
they are capitalized.

ARTICLE 2. ADMINISTRATION.

Section 2.1. Committee. The Plan shall be administered by a committee of
the Board of Directors consisting of two or more Directors, each of whom is a
"disinterested person" as described in paragraph (C)(2)(i) of Rule 16b-3 and is
an "outside director" as described in Code Section 162(m) and the regulations
thereunder. Unless the Board of Directors designates another of its committees
to administer the Plan, the Plan shall be administered by a committee
consisting of those members of the Compensation Committee of the Board of
Directors who are disinterested persons and are outside directors, but, if the
Compensation Committee is abolished or its membership does not contain two
persons who comply with the requirements of the first sentence of this Section
2.1, the Board of Directors shall either reconstitute the Compensation
Committee in compliance with or create another Committee that complies with the
requirements of the first sentence of this Section 2.1 to administer the Plan.
The Committee may be referred to as the Stock Option Committee.

-3-
<PAGE> 36
Section 2.2. Authority. Subject to the express provisions of the Plan and
in addition to the powers granted by other sections of the Plan, the Committee
has the authority, in its discretion, to: (a) determine the Participants, grant
Awards and determine their timing, pricing and amount; (b) define, prescribe,
amend and rescind rules, regulations, procedures, terms and conditions relating
to the Plan; (c) make all other determinations necessary or advisable for
administering the Plan, including, but not limited to, interpreting the Plan,
correcting defects, reconciling inconsistencies and resolving ambiguities; and
(d) review and resolve all claims of Employees, Consultants, Grantees and
Participants. The actions and determinations of the Committee on matters
related to the Plan shall be conclusive and binding upon the Company and all
Employees, Consultants, Grantees and Participants.

ARTICLE 3. SHARES.

Section 3.1. Number. The aggregate number of Shares in respect of which
Awards may be granted under the Plan shall not exceed 4,000,000 (which number
of Shares is hereby reserved for issuance under the Plan out of the authorized
but unissued Shares) of which no more than an aggregate of 600,000 may be
Shares of either Restricted Stock under Article 7 below or Unrestricted Stock
under Article 10 below.

Section 3.2. Cancellations. Except as otherwise provided in the next
sentence, if any Awards granted under the Plan are canceled, terminate or
expire for any reason without having been exercised or matured in full, or if
Stock Appreciation Rights are exercised for cash or if Performance Units are
paid in cash, the Shares related to the unexercised portion of an Award or to
the portion of a Stock Appreciation Right exercised for, or the Performance
Units paid in, cash shall be available again for the purposes of the Plan. If
any Shares acquired under the Plan are forfeited for any reason, the Shares
shall be available again for the purposes of the Plan. If any unexpired Option
granted hereunder is canceled in connection with the exercise of a Stock
Appreciation Right that is granted in tandem with such Option and is payable in
Shares, any Shares covered by the canceled Option shall not again become
available for the granting of Awards.

Section 3.3. Anti-Dilution.

(a) If the Shares are split or if a dividend of Shares is paid on the
Shares, the number of Shares on which each then outstanding Award is based and
the number of Shares as to which Awards may be granted under this Plan shall be
automatically increased by the ratio between the number of Shares outstanding
immediately after such event and the number of Shares outstanding immediately
before such event and the Exercise Price or Base Price thereof shall be
automatically decreased by the same ratio, and if the Shares are combined into
a lesser number of Shares, the number of Shares for which each then outstanding
Award is based and the number of Shares as to which Awards may be granted under
the Plan shall be automatically decreased by such ratio and the Exercise Price
or Base Price thereof shall be automatically increased by such ratio.

(b) In the event of any other change in the Shares, through
recapitalization, merger, consolidation or exchange of shares or otherwise,
there shall automatically be substituted for each Share subject to an
unexercised Award and each Share available for additional grants of Awards, the
number and kind of shares or other securities into which each outstanding Share
was changed, and the Exercise Price or Base Price shall be increased or
decreased proportionally so that the aggregate Exercise Price or Base Price for
the securities subject to each Award shall remain the same as immediately
before such event; and the Committee may make such further equitable
adjustments in the Plan and the then outstanding Awards as are both (i) allowed
by Section 162(m) of the Code and the regulations thereunder and (ii) deemed
necessary and appropriate by the Committee including, but not limited to,
changing the number of Shares reserved under the Plan or covered by outstanding
Awards, the Exercise Price or Base Price of outstanding Awards and the vesting
conditions of outstanding Awards.

Section 3.4. Source. Except as otherwise determined by the Board of
Directors, the Shares issued under the Plan shall be authorized but unissued
Shares. However, Shares which are to be delivered under the Plan may be
obtained by the Company from its treasury, by purchases on the open market or
from private sources, or by issuing authorized but unissued Shares. The
proceeds of the exercise of any Award shall be general corporate funds of the
Company. No Shares may be sold under any Option Agreement or Restricted Stock
Purchase Agreement for less than the par value thereof. No fractional Shares
shall be issued or sold under the Plan nor will any cash payment be made in
lieu of fractional Shares.

Section 3.5. Rights of a Stockholder. Except as otherwise provided in any
Restricted Stock Purchase Agreement, no

-4-
<PAGE> 37
Grantee or other person claiming under or through any Grantee shall have any
right, title or interest in or to any Shares allocated or reserved under the
Plan or subject to any Award except as to such Shares, if any, for which
certificates representing such Shares have been issued to such Grantee.

Section 3.6. Securities Laws. No Award shall be exercised nor shall any
Shares or other securities be issued or transferred pursuant to an Award unless
and until all applicable requirements imposed by federal and state securities
laws and by any stock exchanges upon which the Shares may be listed, have been
fully complied with. As a condition precedent to the exercise of an Award or
the issuance of Shares pursuant to the grant or exercise of an Award, the
Company may require the Grantee to take any reasonable action to meet such
requirements including providing undertakings as to the investment intent of
the Grantee, accepting transfer restrictions on the Shares issuable thereunder
and providing opinions of counsel, in form and substance acceptable to the
Company, as to the availability of exemptions from such requirements.

ARTICLE 4. ELIGIBILITY.

Section 4.1. Article 5. Only Employees who are not members of the
Committee shall be eligible to receive Options under Article 5 below.

Section 4.2. Article 6. Only Consultants shall be eligible to receive
Options under Article 6 below.

Section 4.3. Article 7. Only Employees who are not members of the
Committee shall be eligible to purchase Restricted Stock under Article 7 below.

Section 4.4. Article 8. Only Employees who are not members of the
Committee shall be eligible to receive Stock Appreciation Rights under Article
8 below.

Section 4.5. Article 9. Only Employees who are not members of the
Committee shall be eligible to receive Performance Units under Article 9 below.

Section 4.6. Article 10. Only Employees who are not members of the
Committee shall be eligible to receive Unrestricted Stock under Article 10
below.

ARTICLE 5. EMPLOYEES STOCK OPTIONS.

Section 5.1. Determinations. The Committee shall determine which eligible
Employees shall be granted Options, the number of Shares for which the Options
may be exercised (subject to Section 11.1), the times when they shall receive
them and the terms and conditions of individual Option grants (which need not
be identical).

Section 5.2. Exercise Price. The Committee shall determine the Exercise
Price of each Option at the time that it is granted, but in no event shall the
Exercise Price of an Option be less than the Fair Market Value of a Share on
the Date of Grant. If no express determination of the Exercise Price of an
Option is made by the Committee, the Exercise Price thereof is equal to the
Fair Market Value of a Share on the Date of Grant.

Section 5.3. Term. Subject to the rule set forth in the next sentence,
the Committee shall determine the times when an Option vests and the term
during which an Option is exercisable at the time that it is granted. No
Option shall be exercisable after the expiration of ten years from the Date of
Grant. If no express determination of the times when Options are exercisable
is made by the Committee:

(a) each Option shall vest and first become exercisable (subject to the
rule set forth in Section 5.4(c) below) as to 25% of the Shares subject to
such Option on each of the first four anniversaries of the Date of Grant
provided the Participant has been an Employee continuously during the time
beginning on the Date of Grant and ending on the date when such portion
vests and first becomes exercisable; and

-5-
<PAGE> 38
(b) each Option shall lapse and cease to be exercisable upon the earliest
of:

(i) the expiration of ten years from the Date of Grant,

(ii) subject to the rule set forth in Section 5.4(d) below, six months
after the Participant ceases to be an Employee because of death or
disability,

(iii) 30 days after the termination without cause of Participants
employment with the Company or any Parent or Subsidiary of the Company
by the Company or any such Parent or Subsidiary of the Company, or

(iv) immediately upon termination of the Participant s employment with
the Company or any Parent or Subsidiary by the Company or any such
Parent or Subsidiary of the Company for cause or by the Participants
resignation.

Where both an Incentive Stock Option and a Nonqualified Option are granted, the
number of Shares which become exercisable under clause (a) of the previous
sentence at any time shall be calculated on the basis of the total of the
Shares subject to both Options and the Options shall become exercisable as to
that number of Shares first under the Incentive Stock Option and then under the
Nonqualified Option, unless the rule set forth in Section 5.4(c) below would
defer the exercisability of such Incentive Stock Option, in which case such
Nonqualified Options shall become exercisable first. Notwithstanding the terms
of any Option, the preceding sentence, and Section 5.4, all Options that have
not previously been exercised nor lapsed and ceased to be exercisable, shall
vest fully and become exercisable upon the occurrence of any Change in Control.

Section 5.4. Incentive Stock Options.

(a) The Committee shall determine whether any Option is an Incentive
Stock Option or a Nonqualified Option at the time that it is granted and, if no
express determination is made by the Committee, all Options shall be
Nonqualified Options.

(b) If the Committee grants Incentive Stock Options, they shall be on
such terms and conditions as may be necessary to render them "incentive stock
options" pursuant to Section 422 of the Code.

(c) The aggregate Fair Market Value of the Shares, determined as of
the time the Option is granted, which first become exercisable under all
Incentive Stock Options granted under this Plan or any other plan of the
Company or any Parent or Subsidiary of the Company, shall not exceed $100,000
during any calendar year and, if the foregoing limit would be exceeded in any
given calendar year by the terms of any Incentive Stock Option granted
hereunder, the exercisability of such portion of such Option as would exceed
such limit shall be deferred to the first day of the next calendar year and if
such excess involves more than one Option, the exercisability of the most
recently granted Option shall be deferred first.

(d) If the employment of a Participant, who holds an ISO, with the
Company is terminated because of a "disability" (within the meaning of Section
22(e)(3) of the Code), the unexercised portion of the ISO may be exercised only
within six months after the date on which employment was terminated, and only
to the extent that such Participant could have otherwise exercised such ISO as
of the date of termination. If a Participant, who holds an ISO, dies while
employed by the Company (or within six months after termination of employment
by reason of a disability or within 30 days after termination of employment
without cause), the unexercised portion of the ISO at the time of death may be
exercised only within six months after the date of death, and only to the
extent that the Participant could have otherwise exercised such ISO at the time
of death. In such event, such ISO may be exercised by the executor or
administrator of the Participant s estate or by anyone who has acquired it from
the Participant by bequest or inheritance.

(e) No Ten Percent Stockholder shall be granted an Incentive Stock
Option unless, at the time such Incentive Stock Option is granted, the Exercise
Price thereof is at least 110% of the Fair Market Value of a Share on the Date
of Grant and the Incentive Stock Option by its terms is not exercisable after
the expiration of five years from the Date of Grant.

(f) If a Grantee exercises an Incentive Stock Option and disposes of
any of the Shares received by such Grantee as a result of such exercise within
two years from the Date of Grant or within one year after the issuance of such
Shares to

-6-
<PAGE> 39
such Grantee upon such exercise, such Grantee shall notify the Company of such
disposition and the consideration received as a result thereof and pay or
provide for the withholding taxes on such disposition as required by Section
11.3 below.

(g) An Option that is designated as a Nonqualified Option under this
Plan shall not be treated as an "incentive stock option" as such term is
defined in Section 422(b) of the Code.

Section 5.5. Exercise. An Option shall be exercised by the delivery of
the Option Agreement therefor with the notice of exercise attached thereto
properly completed and duly executed by the Grantee named therein to the
Treasurer of the Company, together with the aggregate Exercise Price for the
number of Shares as to which the Option is being exercised and the SAR
Agreement for any Stock Appreciation Right that is in tandem with the Option
being exercised, after the Option has become exercisable and before it has
ceased to be exercisable. An Option may be exercised as to less than all of
the Shares purchasable thereunder, but not for a fractional share. No Option
may be exercised as to less than 50 Shares unless it is exercised as to all of
the Shares then available thereunder. The Committee may, in its sole
discretion, and upon such terms and conditions as it shall determine at or
after the Date of Grant, permit the Exercise Price to be paid in cash, by the
tender to the Company of Shares owned by the Grantee or by a combination
thereof. If the Committee does not make such determination, the Exercise Price
shall be paid in cash. If any portion of the Exercise Price of an Option is
payable in cash, it may be paid by (a) delivery of a certified or cashier s
check payable to the order of the Company in such amount, or (b) wire transfer
of immediately available funds to a bank account designated by the Company. If
any portion of the Exercise Price of an Option is payable in Shares it may be
paid by delivery of certificates representing a number of Shares having a total
fair market value on the date of exercise equal to or greater than the required
amount, duly endorsed for transfer with all signatures guaranteed by a
medallion signature guarantee. If more Shares than are necessary to pay such
Exercise Price based on their fair market value on the date of exercise are
delivered to the Company, it shall return to the Grantee a certificate for the
balance of the whole number of Shares and a check payable to the order of the
Grantee for any fraction of a Share. Shares may not be delivered to the
Company as payment for the exercise of an Option if such Shares have been owned
by the Grantee (together with his or her decedent or testator) for less than
six months or if the disposition of such Shares would require the giving of a
notice under Section 5.4(f) above. Promptly after an Option is properly
exercised, the Company shall issue to the Grantee a certificate representing
the Shares purchased thereunder.

Section 5.6. Option Agreement. Promptly after the Date of Grant,
Greyhound shall duly execute and deliver to the Grantee an Option Agreement
setting forth the terms of the Option. Option Agreements are not negotiable
instruments or securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed Option Agreements may be replaced without
bond.

Section 5.7. New Hires. A person to whom the Company is offering
employment may be granted a Nonqualified Option under this Article 5, but any
such grant shall lapse if the person does not subsequently become an Employee
pursuant to such offer.

ARTICLE 6. CONSULTANTS STOCK OPTIONS.

Section 6.1. Determinations. The Committee shall determine which eligible
Consultants shall be granted Options, the number of Shares for which the
Options may be exercised, the times when they shall receive them and the terms
and conditions of individual Option grants (which need not be identical).

Section 6.2. Exercise Price. The Committee shall determine the Exercise
Price of each Option at the time that it is granted, but in no event shall the
Exercise Price of an Option be less than the Fair Market Value of a Share on
the Date of Grant. If no express determination of the Exercise Price of an
Option is made by the Committee, the Exercise Price thereof is equal to the
Fair Market Value of a Share on the Date of Grant.

-7-
<PAGE> 40
Section 6.3. Term. Subject to the rule set forth in the next sentence,
the Committee shall determine the times when an Option vests and the term
during which an Option is exercisable at the time that it is granted. No
Option shall be exercisable after the expiration of ten years from the Date of
Grant. If no express determination of the times when Options are exercisable
is made by the Committee:

(a) each Option shall vest and first become exercisable as to 25% of the
Shares subject to such Option on each of the first four anniversaries of
the Date of Grant provided the Participant s consulting relationship with
the Company has not been terminated either (i) by the Consultant s death or
disability, (ii) by the Company for cause, or (iii) by the Consultant s
resignation on or before the date when such portion vests and first becomes
exercisable; and

(b) each Option shall lapse and cease to be exercisable upon the earliest
of:

(i) the expiration of ten years from the Date of Grant,

(ii) six months after the Participant ceases to be a Consultant
because of death or disability, or

(iii) immediately upon termination of the Participant s consulting
relation with the Company or any Parent or Subsidiary of the Company
by the Company or any such Parent or Subsidiary for cause or by the
Participant s resignation (but not upon termination of the relation by
reason of successful completion of the consulting project).

Notwithstanding the terms of any Option, all Options that have not previously
been exercised nor lapsed and ceased to be exercisable, shall vest fully and
become exercisable upon the occurrence of any Change in Control.

Section 6.4. Not Incentive Stock Options. An Option under this Article 6
shall not be treated as an Incentive Stock Option.

Section 6.5. Exercise. An Option shall be exercised by the delivery of
the Option Agreement therefor with the notice of exercise attached thereto
properly completed and duly executed by the Grantee named therein to the
Treasurer of the Company, together with the aggregate Exercise Price for the
number of Shares as to which the Option is being exercised, after the Option
has become exercisable and before it has ceased to be exercisable. An Option
may be exercised as to less than all of the Shares purchasable thereunder but
not for a fractional Share. No Option may be exercised as to less than 50
Shares unless it is exercised as to all of the Shares then available
thereunder. The Committee may, in its sole discretion, and upon such terms and
conditions as it shall determine at or after the Date of Grant, permit the
Exercise Price to be paid in cash, by the tender to the Company of Shares owned
by the Grantee or by a combination thereof. If the Committee does not make
such determination, the Exercise Price shall be paid in cash. If any portion
of the Exercise Price of an Option is payable in cash, it may be paid by (a)
delivery of a certified or cashier s check payable to the order of the Company
in such amount, or (b) wire transfer of immediately available funds to a bank
account designated by the Company. If any portion of the Exercise Price of an
Option is payable in Shares, it may be paid by delivery of certificates
representing a number of Shares having a total fair market value on the date of
exercise equal to or greater than the required amount, duly endorsed for
transfer with all signatures guaranteed by a medallion signature guarantee. If
more Shares than are necessary to pay such Exercise Price based on their fair
market value on the date of exercise are delivered to the Company, it shall
return to the Grantee a certificate for the balance of the whole number of
Shares and a check payable to the order of the Grantee for any fraction of a
Share. Shares may not be delivered to the Company as payment for the exercise
of an Option if such Shares have been owned by the Grantee (together with his
or her decedent or testator) for less than six months. Promptly after an
Option is properly exercised, the Company shall issue to the Grantee a
certificate representing the Shares purchased thereunder.

Section 6.6. Option Agreement. Promptly after the Date of Grant,
Greyhound shall duly execute and deliver to the Grantee an Option Agreement
setting forth the terms of the Option. Option Agreements are neither
negotiable instruments nor securities (as such term is defined in Article 8 of
the Uniform Commercial Code). Lost and destroyed Option Agreements may be
replaced without bond.

Section 6.7. Article 5. The provisions of Article 5 above shall not apply
to Options granted under this Article 6.

-8-
<PAGE> 41
ARTICLE 7. RESTRICTED STOCK.

Section 7.1. Determinations. The Committee shall determine which eligible
Employees may purchase Restricted Stock, the number of shares of Restricted
Stock each eligible Employee may purchase (subject to Section 11.1), the times
when they may purchase Restricted Stock, the parameters of the performance
goals, if any, and the vesting and forfeiture provisions of the Restricted
Stock and the purchase price of the Restricted Stock. Notwithstanding the
terms of any Award granted under this Section 7, all shares of Restricted Stock
that have not previously been forfeited shall vest fully and become
transferable upon the occurrence of any Change in Control.

Section 7.2. Agreements. Once the Committee has made the determinations
required by Section 7.1 above with respect to any Participant, the appropriate
officers of the Company shall enter into a Restricted Stock Purchase Agreement
with the Participant setting forth the terms determined by the Committee. No
Participant shall have any right to purchase Restricted Stock, hold Restricted
Stock, or exercise any rights as a stockholder of the Company unless and until
he or she has executed and delivered an appropriately completed form of
Restricted Stock Purchase Agreement to the Company and the Company has
delivered a counterpart thereof, executed by an appropriate officer of the
Company, to the Participant. Restricted Stock Purchase Agreements are neither
negotiable instruments nor securities (as such term is defined in Article 8 of
the Uniform Commercial Code). Lost and destroyed Restricted Stock Purchase
Agreements may be replaced without bond.

ARTICLE 8. STOCK APPRECIATION RIGHTS.

Section 8.1. Determinations. The Committee shall determine which
Participants shall receive Stock Appreciation Rights, the times when they shall
receive them, the number of Shares to which each Stock Appreciation Right
relates (subject to Section 11.1), whether or not a Stock Appreciation Right is
to be in tandem with an Option, and the terms and conditions of individual
Stock Appreciation Right grants (which need not be identical).

Section 8.2. Tandem Grants.

(a) A Stock Appreciation Right may be granted in tandem with an
Option, either at the time of grant or at any time thereafter during the term
of the Option, or may be granted unrelated to an Option. A Stock Appreciation
Right granted to an individual Participant at the same time as the grant of an
Option shall be deemed to be in tandem with such Option unless the Committee
expressly provides otherwise.

(b) The exercise of a Stock Appreciation Right tandem to an Option
shall cancel the related Option with respect to the number of Shares as to
which such Stock Appreciation Right is exercised. The exercise of an Option
granted in tandem with a Stock Appreciation Right shall cancel the related
Stock Appreciation Right with respect to the number of Shares as to which such
Option is exercised.

(c) Except as otherwise provided by the Committee at the time it is
granted, a Stock Appreciation Right tandem to an Option will be exercisable at
such times as, and only to the extent that, the related Option is exercisable.
Notwithstanding the terms of any Stock Appreciation Right tandem to an Option,
all Stock Appreciation Rights shall vest fully and become exercisable upon the
occurrence of a Change in Control.

(d) Upon the exercise of a Stock Appreciation Right tandem to an
Option, the Grantee will be entitled to receive payment of an amount determined
by multiplying:

(i) The excess of the Fair Market Value of a Share on the date of
exercise of such Stock Appreciation Right over the Exercise Price of the
related Option, by

(ii) The number of Shares as to which such Stock Appreciation
Right has been exercised.

-9-
<PAGE> 42
Section 8.3. Stock Appreciation Rights Not in Tandem with Option.

(a) The Committee shall determine the Exercise Price of each Stock
Appreciation Right that is not in tandem with an Option at the time of the
granting of the Stock Appreciation Right, but in no event shall the Exercise
Price be less than the Fair Market Value of a Share on the Date of Grant of
such Stock Appreciation Right. If no express determination of the Exercise
Price of a Stock Appreciation Right that is not in tandem with an Option is
made by the Committee, the Exercise Price thereof is equal to the Fair Market
Value of a Share on the Date of Grant.

(b) Subject to the rule set forth in the next sentence, the Committee
shall determine the times when a Stock Appreciation Right that is not in tandem
with an Option vests and the term during which a Stock Appreciation Right that
is not in tandem with an Option is exercisable. No such Stock Appreciation
Right shall be exercisable after the expiration of ten years from the Date of
Grant. If no express determination of the times when a Stock Appreciation
Right that is not in tandem with an Option is exercisable is made by the
Committee:

(i) each such Stock Appreciation Right shall vest and first become
exercisable as to 25% of the Shares subject to such Stock
Appreciation Right on each of the first four anniversaries of the
Date of Grant provided the Participant has been an Employee
continuously during the time beginning on the Date of Grant and
ending on the date when such portion of such Stock Appreciation
Right vests and first becomes exercisable; and

(ii) each such Stock Appreciation Right shall lapse and cease to
be exercisable upon the earliest of:

(A) the expiration of ten years from the Date of Grant,

(B) six months after the Participant ceases to be an Employee
because of death or disability,

(C) 30 days after a termination without cause of the
Participant's employment with the Company or any Parent or
Subsidiary of the Company by the Company or any such Parent or
Subsidiary of the Company, or

(D) immediately upon termination of the Participant's
employment with the Company or any Parent or Subsidiary of the
Company by the Company or any such Parent or Subsidiary for
cause or by the Participant's resignation.

Notwithstanding the terms of any Stock Appreciation Right, all Stock
Appreciation Rights shall vest fully and become exercisable upon the occurrence
of a Change in Control.

(c) A Stock Appreciation Right not in tandem with an Option will
entitle the Grantee, upon exercise of the Stock Appreciation Right, to receive
payment of an amount determined by multiplying:

(i) The excess of the Fair Market Value of a Share on the date of
exercise of such Stock Appreciation Right over the Exercise Price thereof, by

(ii) The number of Shares as to which such Stock Appreciation
Right has been exercised.

Section 8.4. Exercise. Stock Appreciation Rights shall be exercised by
the delivery of the SAR Agreement therefor with the notice of exercise attached
thereto properly completed and duly executed by the Grantee named therein to
the Secretary or the Treasurer of the Company together with the Option
Agreement for any Option that is in tandem with such Stock Appreciation Right
after it has become exercisable and before it has ceased to be exercisable. A
Stock Appreciation Right may be exercised as to less than all of the Shares to
which it relates but not as to a fractional Share. No Stock Appreciation Right
may be exercised as to less than 50 Shares unless it is exercised as to all of
the Shares then available thereunder.

Section 8.5. Limitations. The Committee may place limitations on the
amount payable upon exercise of a Stock Appreciation Right. Any such
limitation must be determined as of the Date of Grant. The Committee may
impose such

-10-
<PAGE> 43
additional conditions or limitations on the exercise of a Stock Appreciation
Right as it may deem necessary or desirable to secure for Grantees of Stock
Appreciation Rights the benefits of Rule 16b-3, or as it may otherwise deem
advisable.

Section 8.6. Payment. Payment to the Grantee of the amount realized upon
exercise of a Stock Appreciation Right may be made, in the sole discretion of
the Committee unless otherwise provided in the grant thereof, in cash, whole
Shares valued at the Fair Market Value of a Share on the date of exercise of
the Stock Appreciation Right, or a combination thereof. Such payment shall be
made promptly after the exercise of the Stock Appreciation Right. If a Stock
Appreciation Right is payable in Shares and the amount payable results in a
fractional Share, no fractional Share may be issued nor may any cash payment be
made in lieu of such fractional Share.

Section 8.7. Officers and Directors. Stock Appreciation Rights of which a
Grantee who is an Officer or Director at the time of exercise may be exercised
only during the period beginning on the third business day following the date
of release for publication of the Company's regular quarterly or annual summary
statement of sales and earnings (assuming such financial data appears on a wire
service, in a financial news service, or in a newspaper of general circulation,
or is otherwise made publicly available) and ending on the twelfth business day
following such date.

Section 8.8. SAR Agreement. Promptly after the Date of Grant, Greyhound
shall duly execute and deliver to the Grantee an SAR Agreement setting forth
the terms of the SAR. No term that does not vary from those set forth in this
Plan need be set forth in an SAR Agreement. SAR Agreements are not negotiable
instruments or securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed SAR Agreements may be replaced without
bond.

ARTICLE 9. PERFORMANCE UNITS.

Section 9.1. Determinations. The Committee shall determine which
Participants shall receive Performance Units, the times when they shall receive
them, the number of Shares to which each Performance Unit relates (subject to
Section 11.1), and the terms and conditions of individual Performance Unit
grants (which need not be identical).

Section 9.2. Grants.

(a) The Committee shall determine the Base Price of each Performance
Unit at the time of the granting of the Performance Unit. The Base Price may
not be less than zero dollars. If no express determination of the Base Price
of a Performance Unit is made by the Committee, the Base Price thereof shall
equal zero dollars.

(b) Subject to the rule set forth in the next sentence, the Committee
shall set performance goals to be met over a period (the "Performance Period")
specified by the Committee and shall determine any vesting provisions. No such
Performance Unit shall mature after the expiration of ten years from the Date
of Grant. If no express determination of the times when a Performance Unit
vests and matures is made by the Committee, each such Performance Unit shall
vest and mature on the earlier of (i) the fifth anniversary of the Date of
Grant or (ii) the date the Participant ceases to be an Employee because of
death or disability, provided, in either case, that the Performance Units have
not previously lapsed or matured and that the Participant has been an Employee
continuously during the time beginning on the Date of Grant and ending on the
date when such Performance Unit matures. If the employment of a Participant is
terminated by reason of death or disability or retirement during a Performance
Period, the Participant shall receive a prorated payout of the Performance
Units. The prorated payout shall be determined by the Committee, in its sole
discretion, shall be based upon the length of time that the Participant held
the Performance Units during the Performance Period, and shall further be
adjusted based on the achievement of the preestablished performance goals.
Payment of such Performance Units shall be made at the same time as payments
are made to Participants who did not terminate employment during the applicable
Performance Period. Notwithstanding the terms of any Performance Unit, all
Performance Units which have not previously lapsed or matured shall mature upon
the occurrence of a Change in Control. The number of Shares as to which a
Performance Unit maturing upon a Change in Control is paid shall be reduced by
the ratio between the number of full calendar months elapsed between the Date
of Grant and the date of the Change in Control and the total number of calendar
months which would have elapsed between the Date of Grant and the original
maturity date in the absence of death or disability.

(c) The Committee will determine the amount or formula for
determining the amount to be paid out on the Performance Unit at the end of the
Performance Period (subject to Section 11.1).

-11-
<PAGE> 44
(d) At the sole discretion of the Committee, Participants may be
granted the right to receive amounts equal to or formulated in relation to
dividends declared with respect to that number of Shares which have been earned
but not yet distributed under any Performance Unit (such dividends may be, in
the discretion of the Committee, subject to the same accrual, forfeiture, and
payout restrictions as may apply to dividends earned with respect to Shares of
Restricted Stock, if any).

Section 9.3. Limitations. The Committee may place limitations on the
amount payable on a Performance Unit. Any such limitation must be determined
as of the Date of Grant. The Committee may impose such additional conditions
or limitations on the maturity of a Performance Unit as it may deem necessary
or desirable to secure for Grantees of Performance Units the benefits of Rule
16b-3, or as it may otherwise deem advisable.

Section 9.4. Payment. Payment to the Grantee of the amount realized at
the end of the Performance Period may be made, in the sole discretion of the
Committee unless otherwise provided in the grant thereof, in cash, whole Shares
valued at the Fair Market Value of a Share on the date of maturity of the
Performance Unit, or a combination thereof. Such payment shall be made as
promptly as reasonably practicable after the last day of the Performance Period
and the determination by the Company of whether the applicable performance
goals have been met. If a Performance Unit is payable in Shares and the amount
payable results in a fractional Share, no fractional Share may be issued nor
may any cash payment be made in lieu of such fractional Share.

Section 9.5. Performance Unit Agreement. Promptly after the Date of
Grant, Greyhound shall duly execute and deliver to the Grantee a Performance
Unit Agreement setting forth the terms of the Performance Unit. No term that
does not vary from those set forth in this Plan need be set forth in a
Performance Unit Agreement. Performance Unit Agreements are not negotiable
instruments or securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed Performance Unit Agreements may be
replaced without bond.

ARTICLE 10. UNRESTRICTED STOCK.

The Committee shall determine which eligible Employees will receive
Unrestricted Stock, the number of shares of Unrestricted Stock each eligible
Employee will receive (subject to Section 11.1), the times when each eligible
Employee shall receive Unrestricted Stock, and the terms and conditions of
individual Unrestricted Stock Awards (which need not be identical). Promptly
after the grant of an Award of Unrestricted Stock, the Company shall issue to
the Grantee a certificate representing the Shares received thereunder. The
Committee shall grant Awards of Unrestricted Stock in consideration for
services rendered by the Participant which are deemed by the Committee to have
a value to the Company in excess of the par value of the Shares so awarded.

ARTICLE 11. PROVISIONS APPLICABLE TO ALL TYPES OF AWARDS.

Section 11.1. Maximum Shares. Notwithstanding any other provision of this
Plan, the maximum number of Shares with respect to which Awards may be granted
during any fiscal year of the Company to any Employee shall be 500,000 Shares.
In addition, the maximum aggregate cash payout granted to any Grantee in any
fiscal year of the Company with respect to such Grantee s Performance Units or
receipt of Restricted Stock shall not exceed $1,000,000.

Section 11.2. Corporate Mergers and Acquisitions. The Committee may grant
Awards having terms and conditions which vary from those specified in the Plan
if such Awards are granted in substitution for, or in connection with the
assumption of, existing options granted by another business entity and assumed
or otherwise agreed to be provided for by Greyhound pursuant to or by reason of
a transaction involving a merger or consolidation of or acquisition of
substantially all of the assets or stock of another business entity that is not
a Subsidiary of Greyhound prior to such acquisition, with or by Greyhound or
its Subsidiaries.

Section 11.3. Withholding. The Company shall have the right to withhold
from any payments due under any Award or due to any Grantee from the Company as
compensation or otherwise the amounts of any federal, state or local
withholding taxes not paid by the Grantee at the time of the exercise or
vesting of any Award or upon a disposition of Shares received upon the exercise
of an Incentive Stock Option. If cash payments sufficient to allow for
withholding of taxes are not made at the time of exercise or vesting of an
Award, the Grantee exercising such Award shall pay to Greyhound an amount equal

-12-
<PAGE> 45
to the withholding required to be made less the withholding otherwise made in
cash or, if allowed by the Committee in its discretion and pursuant to rules
adopted by the Committee consistent with Section 5.5 above, Shares previously
owned by the Grantee. The Company may make such other provisions as it deems
appropriate to withhold any taxes the Company determines are required to be
withheld in connection with the exercise of any Award or upon a disqualifying
disposition of Shares received upon the exercise of an Incentive Stock Option,
including, but not limited to, the withholding of Shares from an Award upon
such terms and conditions as the Committee may provide. The Company may
require the Participant to satisfy any relevant withholding requirements before
issuing Shares or delivering any Award to the Participant.

Section 11.4. Disability. If a Grantee who is an Employee with the
Company is absent from work with the Company because of a physical or mental
disability, for purposes of the Plan, such Grantee will not be considered to
have ended his or her employment with the Company while such Grantee has that
disability, unless he or she resigns or the Committee decides otherwise.

ARTICLE 12. GENERAL PROVISIONS.

Section 12.1. No Right to Employment. Nothing in the Plan or any Award or
any instrument executed pursuant to the Plan will confer upon any Participant
any right to continue to be employed by or provide services to the Company or
affect the right of the Company to terminate the employment of any Participant
or its other relationship with any Participant.

Section 12.2. Limited Liability. The liability of the Company under this
Plan or in connection with any exercise of any Award is limited to the
obligations expressly set forth in the Plan and in the grant of any Award, and
no term or provision of this Plan nor of any Award shall be construed to impose
any duty, obligation or liability on the Company not expressly set forth in the
Plan or any grant of any Award.

Section 12.3. Assumption of Awards. Upon the dissolution or liquidation
of the Company, or upon a reorganization, merger or consolidation of the
Company with one or more other entities as a result of which the Company is not
the surviving entity, or upon a sale of substantially all the assets of the
Company to another entity, any Awards outstanding theretofore granted or sold
hereunder must be assumed by the surviving or purchasing entity, with
appropriate adjustments as to the number and kind of shares and price. Nothing
in this Section 12.3 shall be deemed to alter or supersede any provision of the
Plan relating to the vesting or maturity of Awards upon a Change in Control.

Section 12.4. No Transfer. No Award or other benefit under the Plan may
be sold, pledged or otherwise transferred other than by will or the laws of
descent and distribution; and no Award may be exercised during the life of the
Participant to whom it was granted except by such Participant.

Section 12.5. Expenses. All costs and expenses incurred in connection
with the administration of the Plan including any excise tax imposed upon the
transfer of Shares pursuant to the exercise of an Award shall be borne by the
Company.

Section 12.6. Notices. Notices and other communications required or
permitted to be made under the Plan shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by first class mail
addressed (a) if to a Grantee, at his or her residence address set forth in the
records of the Company or (b) if to the Company, to its President at its
principal executive office.

Section 12.7. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to give any person other than the Grantees any
rights or remedies under this Plan.

Section 12.8. Saturdays, Sundays and Holidays. Where this Plan authorizes
or requires a payment or performance on a Saturday, Sunday or public holiday,
such payment or performance shall be deemed to be timely if made on the next
succeeding business day; provided, however, that this Section 12.8 shall not be
construed to extend the ten year period referred to in Sections 5.3, 6.3, 8.3
and 9.2 above or the five year period referred to in Section 5.4(e) above.

Section 12.9. Rules of Construction. The captions and section numbers
appearing in this Plan are inserted only as a matter of convenience. They do
not define, limit or describe the scope or intent of the provisions of this
Plan. In this Plan words in the singular number include the plural, and in the
plural include the singular; and words of the masculine gender

-13-
<PAGE> 46
include the feminine and the neuter, and when the sense so indicates words of
the neuter gender may refer to any gender.

Section 12.10. GOVERNING LAW. THE VALIDITY, TERMS, PERFORMANCE AND
ENFORCEMENT OF THIS PLAN SHALL BE GOVERNED BY LAWS OF THE STATE OF DELAWARE
THAT ARE APPLICABLE TO AGREEMENTS NEGOTIATED, EXECUTED, DELIVERED AND PERFORMED
SOLELY IN THE STATE OF DELAWARE.

Section 12.11. Effective Date of the Plan. The Plan shall become
effective upon its approval by the affirmative vote of the holders of a
majority of the outstanding Shares present, or represented, and entitled to
vote at a meeting of the stockholders of Greyhound. Awards may be granted by
the Committee before such approval, but all Awards so granted shall be
conditioned on such approval and shall be void if such approval is not given
within 12 months after the Effective Date.

Section 12.12. Amendment and Termination. No Award shall be granted under
the Plan more than ten years after the Effective Date. The Board of Directors
may at any time terminate the Plan, or make such amendment of the Plan as it
may deem advisable; provided, however, that no amendment shall be effective
without the approval of the stockholders of the Company by the affirmative vote
of the holders of a majority of the outstanding Shares present, or represented,
and entitled to vote at a meeting of stockholders duly held, if it were to:

(a) materially increase the benefits accruing to Participants under
the Plan;

(b) materially increase the number of Shares which may be issued
under the Plan; or

and, further, provided, however, that no amendment or termination of the Plan
shall be effective to materially alter or impair the rights of a Grantee under
any Award made before the adoption of such amendment or termination by the
Board of Directors, without the written consent of such Grantee. No
termination or amendment of this Plan or any Award nor waiver of any right or
requirement under this Plan or any Award shall be binding on the Company unless
it is in a writing duly entered into its records and executed by a duly
authorized Officer.

-14-
<PAGE> 47
APPENDIX B

GREYHOUND LINES, INC.

1995 DIRECTORS STOCK INCENTIVE PLAN

_________________________________________

FEBRUARY 27, 1995

_________________________________________

PREAMBLE:

1. Greyhound Lines, Inc., a Delaware corporation ("Greyhound" or the
"Company"), by means of this 1995 Directors Stock Incentive Plan (the "Plan")
desires to afford certain of its and its Parent s and Subsidiaries directors
an opportunity to acquire a proprietary interest in the Company and thus to
create in such persons an increased interest in and a greater concern for the
welfare of the Company.

2. The Company has determined that the foregoing objectives will be
promoted by granting Options (as hereinafter defined) under this Plan to
certain directors of the Company and of its Parent and Subsidiaries, if any,
pursuant to this Plan.

TERMS:

ARTICLE 1. DEFINITIONS.

Section 1.1. General. Certain words and phrases used in this Plan shall
have the meanings given to them below in this section:

"Board of Directors" means the board of directors of Greyhound.

"Change in Control" means (a) the acquisition by any person (defined for
the purposes of this definition to mean any person within the meaning of
Section 13(d) of the Exchange Act), other than Greyhound or an employee benefit
plan created by the Board of Directors for the benefit of its Employees, either
directly or indirectly, of the beneficial ownership (determined under Rule
13d-3 of the Regulations promulgated by the SEC under Section 13(d) of the
Exchange Act) of securities issued by Greyhound having 30% or more of the
voting power of all the voting securities issued by Greyhound in the election
of directors at the next meeting of the holders of voting securities to be held
for such purpose, (b) the election of a majority of the Directors elected at
any meeting of the holders of voting securities of Greyhound who are persons
who were not nominated for such election by the Board of Directors or a duly
constituted board of directors of the Board of Directors having authority in
such matters; (c) the approval by the stockholders of Greyhound of a merger or
consolidation with another person, other than a merger or consolidation in
which the holders of Greyhound s voting securities issued and outstanding
immediately before such merger or consolidation continue to hold voting
securities in the surviving or resulting corporation (in the same relative
proportions to each other as existed before such event) comprising 80% or more
of the voting power for all purposes of the surviving or resulting corporation;
or (d) the approval by the stockholders of Greyhound of a transfer of
substantially all of the assets of Greyhound to another person other than a
transfer to a transferee, 80% or more of the voting power of which is owned or
controlled by Greyhound or by the holders of Greyhound s voting securities
issued and outstanding immediately before such transfer in the same relative
proportions to each other as existed before such event.

"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as now in effect or hereafter amended.

"Common Stock" means the common stock, par value $.01 per share, of the
Company.

"Date of Grant" means the date an Option is first granted.
<PAGE> 48
"Director" means a member of the Board of Directors.

"Disability" shall have the meaning ascribed in the Company s long-term
disability plan; provided, however, that "Disability" shall mean a permanent
and total disability, as defined in Code Section 22(e)(3) if required to
satisfy the "formula plan exception" under Rule 16b-3(c)(2)(i)(A) of Section 16
of the Exchange Act.

"Effective Date" means the date this Plan was first adopted by the Board of
Directors.

"Exchange Act" means the Securities Exchange Act of 1934 and the
regulations thereunder, as now in effect or hereafter amended.

"Exercise Price" means, with respect to an Option, the amount of
consideration that must be delivered to the Company in order to purchase a
single Share thereunder.

"Fair Market Value of a Share" means the arithmetic mean between the high
and low per share prices on the principal national securities exchange or the
NASDAQ - National Market System on which the Shares are listed or admitted to
trading, on the date of determination or, if such price can not be determined
for the date of determination, the most recent date for which such prices can
reasonably be ascertained.

"Grantee" means any person to whom an Option has been granted and any heir
or legal representative to whom an Option has been transferred by will or the
laws of descent and distribution.

"Incentive Stock Option" or "ISO" means an Option intended to comply with
the terms and conditions set forth in Section 422 of the Code.

"Meeting Date" means the date of each annual meeting of the stockholders of
Greyhound at which Directors are elected.

"Nonqualified Option" means a Stock Option other than an Incentive Stock
Option.

"Officer" means an officer of the Company as defined in 17 C.F.R. Section
240.16a-1(f) as now in effect or hereafter amended.

"Option" or "Stock Option" means a right granted under the Plan to a
Participant to purchase a stated number of Shares.

"Option Agreement" means an agreement evidencing an Option substantially in
the form of Exhibit A hereto.

"Parent" means a parent of a given corporation as such term is defined in
Section 424(e) of the Code.

"Participant" means a person who is eligible to receive and has received an
Option under the Plan.

"Plan" means this Plan as it may be amended or restated from time to time.

"Rule 16b-3" means Rule 16b-3 (17 C.F.R. Section 240.16b-3) promulgated
under Section 16(b) of the Exchange Act as now in effect or hereafter amended.

"SEC" means the Securities and Exchange Commission.

"Shares" means shares of Common Stock.

-2-
<PAGE> 49
"Subsidiary" means a subsidiary of a given corporation as such term is
defined in Section 424(f) of the Code.

Section 1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles.

ARTICLE 2. SHARES.

Section 2.1. Number. The aggregate number of Shares in respect of which
Options may be granted under the Plan shall not exceed 300,000 (which number of
Shares is hereby reserved for issuance under the Plan out of the authorized but
unissued Shares).

Section 2.2. Cancellations. Except as otherwise provided in the next
sentence, if any Options granted under the Plan are canceled, terminate or
expire for any reason without having been exercised or matured in full, the
Shares related to the unexercised portion of an Option shall be available again
for the purposes of the Plan.

Section 2.3. Anti-Dilution.

(a) If the Shares are split or if a dividend of Shares is paid on the
Shares, the number of Shares on which each then outstanding Option is based and
the number of Shares as to which Options may be granted under this Plan shall
be automatically increased by the ratio between the number of Shares
outstanding immediately after such event and the number of Shares outstanding
immediately before such event and the Exercise Price thereof shall be
automatically decreased by the same ratio, and if the Shares are combined into
a lesser number of Shares, the number of Shares for which each then outstanding
Option is based and the number of Shares as to which Options may be granted
under the Plan shall be automatically decreased by such ratio and the Exercise
Price thereof shall be automatically increased by such ratio.

Section 2.4. Source. Except as otherwise determined by the Board of
Directors, the Shares issued under the Plan shall be authorized but unissued
Shares. However, Shares which are to be delivered under the Plan may be
obtained by the Company from its treasury, by purchases on the open market or
from private sources, or by issuing authorized but unissued Shares. The
proceeds of the exercise of any Option shall be general corporate funds of the
Company. No Shares may be sold under any Option Agreement for less than the
par value thereof. No fractional Shares shall be issued or sold under the Plan
nor will any cash payment be made in lieu of fractional Shares.

Section 2.5. Rights of a Stockholder. No Grantee or other person claiming
under or through any Grantee shall have any right, title or interest in or to
any Shares allocated or reserved under the Plan or subject to any Option except
as to such Shares, if any, for which certificates representing such Shares have
been issued to such Grantee.

Section 2.6. Securities Laws. No Option shall be exercised nor shall any
Shares or other securities be issued or transferred pursuant to an Option
unless and until all applicable requirements imposed by federal and state
securities laws and by any stock exchanges upon which the Shares may be listed,
have been fully complied with. As a condition precedent to the exercise of an
Option or the issuance of Shares pursuant to the grant or exercise of an
Option, the Company may require the Grantee to take any reasonable action to
meet such requirements including providing undertakings as to the investment
intent of the Grantee, accepting transfer restrictions on the Shares issuable
thereunder and providing opinions of counsel, in form and substance acceptable
to the Company, as to the availability of exemptions from such requirements.

-3-
<PAGE> 50
ARTICLE 3. ELIGIBILITY.

Only Directors who are not Employees shall be eligible to receive Options
under this Plan.

ARTICLE 4. DIRECTORS STOCK OPTIONS.

Section 4.1. Grant.

(a) On each Meeting Date, an Option on 20,000 Shares or such lesser
number as remain available for granting under Article 2 above shall be
automatically granted to each Director who is elected as a Director at the
meeting of stockholders held on such date or at any adjournment thereof.

(b) On any date when a person is appointed as a Director to fill a
vacancy on the Board of Directors, an Option shall be automatically granted to
such person on the number of Shares equal to 20,000 multiplied by a fraction,
the numerator of which equals the number of whole calendar months remaining in
the term for which such Director is appointed at the date of such appointment
and the denominator of which equals the number of whole calendar months of such
term.

Section 4.2. Exercise Price. The Exercise Price of an Option shall be
equal to the Fair Market Value of a Share on the Date of Grant.

Section 4.3. Term.

(a) Each Option shall vest and first become exercisable as to one-third of
the Shares originally subject to the Option on each of the first three
anniversaries of the Date of Grant if the Participant is then a Director;
and

(b) each Option shall lapse and cease to be exercisable upon the earliest
of:

(i) the expiration of ten years from the Date of Grant,

(ii) six months after the Participant ceases to be a Director
because of death or Disability,

(iii) immediately if the Participant is removed from office for
cause by action of the stockholders of the Company in accordance with
the Bylaws of the Company and the General Corporation Law of the State
of Delaware or if the Participant voluntarily terminates service on
the Board of Directors without the consent of the Company,

(iv) five years after the Participant ceases to be a Director for
any reason other than death, Disability, termination by the
stockholders for cause or voluntary termination without consent if, at
the time of termination, the Participant has served at least a three
year term of office on the Board of Directors, or

(v) 30 days after the Participant ceases to be a Director for any
reason other than death, Disability, termination by the stockholders
for cause or voluntary termination without consent if, at the time of
termination, the Participant has served less than a three year term of
office on the Board of Directors.

Notwithstanding the foregoing, all Options that have not previously been
exercised nor lapsed and ceased to be exercisable shall vest fully and become
exercisable upon the occurrence of any Change in Control.

Section 4.4. Not Incentive Stock Options. An Option under this Article 4
shall not be treated as an Incentive Stock Option.

Section 4.5. Exercise. An Option shall be exercised by the delivery of
the Option Agreement therefor with the notice of exercise attached thereto
properly completed and duly executed by the Grantee named therein to the
Treasurer of the Company, together with the aggregate Exercise Price for the
number of Shares as to which the Option is being exercised, after the Option
has become exercisable and before it has ceased to be exercisable. An Option
may be exercised as to less than all of the Shares purchasable thereunder but
not for a fractional Share. No Option may be exercised as to less than 50

-4-
<PAGE> 51
Shares unless it is exercised as to all of the Shares then available
thereunder. The Exercise Price shall be paid in cash by (a) delivery of a
certified or cashier s check payable to the order of the Company in such
amount, or (b) wire transfer of immediately available funds to a bank account
designated by the Company. Promptly after an Option is properly exercised, the
Company shall issue to the Grantee a certificate representing the Shares
purchased thereunder.

Section 4.6. Option Agreement. Promptly after the Date of Grant,
Greyhound shall duly execute and deliver to the Grantee an Option Agreement
setting forth the terms of the Option. Option Agreements are neither
negotiable instruments nor securities (as such term is defined in Article 8 of
the Uniform Commercial Code). Lost and destroyed Option Agreements may be
replaced without bond.

Section 4.7. Disability. If a Participant is absent from meetings of the
Board of Directors because of a physical or mental Disability, for purposes of
the Plan, such Participant will not be considered to have ended his or her
service with the Board of Directors while such Participant has that Disability,
unless he or she resigns or is not re-elected by the stockholders.

ARTICLE 5. GENERAL PROVISIONS.

Section 5.1. No Rights. Nothing in the Plan or any Option or any
instrument executed pursuant to the Plan will confer upon any Participant any
right to continue to be a Director of the Company or affect the right of the
stockholders to terminate the directorship of any Participant.

Section 5.2. Limited Liability. The liability of the Company under this
Plan or in connection with any exercise of any Option is limited to the
obligations expressly set forth in the Plan and in the grant of any Option, and
no term or provision of this Plan nor of any Option shall be construed to
impose any duty, obligation or liability on the Company not expressly set forth
in the Plan or any grant of any Option.

Section 5.3. Assumption of Options. Upon the dissolution or liquidation
of the Company, or upon a reorganization, merger or consolidation of the
Company with one or more other entities as a result of which the Company is not
the surviving entity, or upon a sale of substantially all the assets of the
Company to another entity, any Options outstanding theretofore granted or sold
hereunder must be assumed by the surviving or purchasing entity, with
appropriate adjustments as to the number and kind of shares and price. Nothing
in this Section 5.3 shall be deemed to alter or supersede any provision of the
Plan relating to the vesting or maturity of Options upon a Change in Control.

Section 5.4. No Transfer. No Option or other benefit under the Plan may
be sold, pledged or otherwise transferred other than by will or the laws of
descent and distribution; and no Option may be exercised during the life of the
Participant to whom it was granted except by such Participant.

Section 5.5. Expenses. All costs and expenses incurred in connection with
the administration of the Plan including any excise tax imposed upon the
transfer of Shares pursuant to the exercise of an Option shall be borne by the
Company.

Section 5.6. Notices. Notices and other communications required or
permitted to be made under the Plan shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by first class mail
addressed (a) if to a Grantee, at his or her residence address set forth in the
records of the Company or (b) if to the Company, to its President at its
principal executive office.

Section 5.7. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to give any person other than the Grantees any
rights or remedies under this Plan.

Section 5.8. Saturdays, Sundays and Holidays. Where this Plan authorizes
or requires a payment or performance on a Saturday, Sunday or public holiday,
such payment or performance shall be deemed to be timely if made on the next
succeeding business day; provided, however, that this Section 5.8 shall not be
construed to extend the ten year period referred to in Sections 4.3, above.

Section 5.9. Rules of Construction. The captions and section numbers
appearing in this Plan are inserted only as a matter of convenience. They do
not define, limit or describe the scope or intent of the provisions of this
Plan. In this Plan

-5-
<PAGE> 52
words in the singular number include the plural, and in the plural include the
singular; and words of the masculine gender include the feminine and the
neuter, and when the sense so indicates words of the neuter gender may refer to
any gender.

Section 5.10. GOVERNING LAW. THE VALIDITY, TERMS, PERFORMANCE AND
ENFORCEMENT OF THIS PLAN SHALL BE GOVERNED BY LAWS OF THE STATE OF DELAWARE
THAT ARE APPLICABLE TO AGREEMENTS NEGOTIATED, EXECUTED, DELIVERED AND PERFORMED
SOLELY IN THE STATE OF DELAWARE.

Section 5.11. Effective Date of the Plan. The Plan shall become effective
upon its approval by the affirmative vote of the holders of a majority of the
outstanding Shares present, or represented, and entitled to vote at a meeting
of the stockholders of Greyhound.

Section 5.12. Amendment and Termination. No Option shall be granted under
the Plan more than ten years after the Effective Date. The Board of Directors
may at any time terminate the Plan, or make such amendment of the Plan as it
may deem advisable; provided, however, that no amendment shall be effective
without the approval of the stockholders of the Company by the affirmative vote
of the holders of a majority of the outstanding Shares present, or represented,
and entitled to vote at a meeting of stockholders duly held, if it were to:

(a) materially increase the benefits accruing to Participants under
the Plan;

(b) materially increase the number of Shares which may be issued
under the Plan; or

and, further, provided, however, that no amendment or termination of the Plan
shall be effective to materially alter or impair the rights of a Grantee under
any Option made before the adoption of such amendment or termination by the
Board of Directors, without the written consent of such Grantee. No
termination or amendment of this Plan or any Option nor waiver of any right or
requirement under this Plan or any Option shall be binding on the Company
unless it is in a writing duly entered into its records and executed by a duly
authorized Officer. The provisions of this Plan setting forth the formulae
that determine the Exercise Price of Options granted hereunder, the number of
Shares as to which they are exercisable, the times when they are granted and
the persons who are Participants may not be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder

-6-
<PAGE> 53
PROXY

GREYHOUND LINES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Thomas G. Plaskett, Craig R. Lentzsch and Mark E. Southerst, or any of
them, with power of substitution to each, are hereby authorized to represent
the undersigned at the Annual Meeting of Stockholders of Greyhound Lines, Inc.
to be held at the Marriott Quorum Hotel, Salon E, 14901 Dallas Parkway, Dallas,
Texas, on May 31, 1995, at 10:00 a.m., local time, and to vote the number of
shares which the undersigned would be entitled to vote if personally present on
all matters properly coming before the Annual Meeting or any adjournment
thereof. The attorneys-in-fact are authorized to vote in their discretion upon
such other business as may properly come before the Annual Meeting and any and
all adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTORS NOMINEES, THE 1995
LONG TERM STOCK INCENTIVE PLAN AND THE 1995 DIRECTORS' STOCK INCENTIVE PLAN.
THIS PROXY WILL BE VOTED AS YOU DIRECT; IN THE ABSENCE OF SUCH DIRECTION, IT
WILL BE VOTED "FOR" EACH OF THE FOREGOING PROPOSALS.

(Continued on reverse side)

-----------------------------------------------------------------------------
FOLD AND DETACH HERE

ADMISSION TICKET

GREYHOUND LINES, INC.

ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, MAY 31, 1995
10:00 AM
MARRIOTT QUORUM HOTEL
SALON E
14901 DALLAS PARKWAY
DALLAS, TEXAS

-----------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 54
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION, SIGN AND
DATE THIS CARD IN THE SPACE BELOW. NO BOXES NEED TO BE CHECKED.

I plan to attend
the meeting

[ ]

(1) ELECTION OF DIRECTORS

FOR VOTE withheld
all from all nominees
nominees listed to the right

[ ] [ ]

Instruction: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL
NOMINEES, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:

THOMAS G. PLASKETT, CRAIG R. LENTZSCH AND FRANK L. NAGEOTTE

(2) APPROVAL OF 1995 LONG TERM STOCK INCENTIVE PLAN

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

(3) APPROVAL OF 1995 DIRECTORS' STOCK INCENTIVE PLAN

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

Dated ______________________________________________, 1995

__________________________________________________________
Signature

Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc. should give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

***************************************************************************
* *
* "PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL *
* RECORD YOUR VOTES" *
* *
***************************************************************************

-----------------------------------------------------------------------------
FOLD AND DETACH HERE

[MAP]

-----------------------------------------------------------------------------
FOLD AND DETACH HERE AND RETURN WITH YOUR PROXY CARD
IF YOU ARE RECEIVING MULTIPLE COPIES OF YOUR ANNUAL REPORTS

[ ] MULTIPLE COPIES OF STOCKHOLDERS REPORTS
ARE BEING RECEIVED AT THIS ADDRESS.
PLEASE DISCONTINUE THESE MAILINGS TO
THIS ACCOUNT. (NOTE: AT LEAST ONE
STOCKHOLDER REPORT MUST BE MAILED.)

IF YOU NEED INSTRUCTIONS ON HOW TO
TRANSFER YOUR STOCK OR CHANGE YOUR
ADDRESS, PLEASE CALL OUR TRANSFER AGENT,
MELLON SECURITIES TRUST COMPANY, AT
1-800-288-9541.