UAL CORP /DE/
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<TYPE>EX-10.37
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<div align=right>Exhibit 10.37</div>

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<p><u><font size=-1>UAL CORPORATION 1995 DIRECTORS PLAN</font></u>
<p><font size=-1>(As Amended and Restated Effective as of October 24, 2002)</font>
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<p><u><font size=-1>TABLE OF CONTENTS</font></u></center>

<center><table COLS=2 WIDTH="78%" >
<tr>
<td ALIGN=CENTER VALIGN=CENTER></td>

<td ALIGN=RIGHT><u><font size=-1>Page No.</font></u></td>
</tr>

<tr>
<td><font size=-1>1.&nbsp;&nbsp;&nbsp;&nbsp; General&nbsp;</font></td>

<td ALIGN=RIGHT><font size=-1>1</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.1&nbsp;
Purpose, History and Effective Date</font></td>

<td ALIGN=RIGHT><font size=-1>1</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.2&nbsp;
Participation</font></td>

<td ALIGN=RIGHT><font size=-1>1</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.3&nbsp;
Administration</font></td>

<td ALIGN=RIGHT><font size=-1>1</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.4&nbsp;
Shares Subject to the Plan</font></td>

<td ALIGN=RIGHT><font size=-1>2</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.5&nbsp;
Compliance with Applicable Laws</font></td>

<td ALIGN=RIGHT><font size=-1>2</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.6&nbsp;
Director and Shareholder Status</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.7&nbsp;
Definition of Fair Market Value</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.8&nbsp;
Source of Payments</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.9&nbsp;
Nonassignment</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.10 Elections</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>2.&nbsp;&nbsp;&nbsp;&nbsp; Awards</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.1&nbsp;
Formula Stock Awards</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.2&nbsp;
Deferred Stock Units.&nbsp;</font></td>

<td ALIGN=RIGHT><font size=-1>3</font></td>
</tr>

<tr>
<td><font size=-1>3.&nbsp;&nbsp;&nbsp;&nbsp; Receipt of Stock in Lieu of
Eligible Cash Fees</font></td>

<td ALIGN=RIGHT><font size=-1>4</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.1&nbsp;
Election to Receive Stock</font></td>

<td ALIGN=RIGHT><font size=-1>4</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.2&nbsp;
Revocation of Election to Receive Stock&nbsp;</font></td>

<td ALIGN=RIGHT><font size=-1>4</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.3&nbsp;
Election Pursuant to Retirement Plan Resolutions</font></td>

<td ALIGN=RIGHT><font size=-1>4</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.4&nbsp;
Equivalent Amount of Stock</font></td>

<td ALIGN=RIGHT><font size=-1>4</font></td>
</tr>

<tr>
<td><font size=-1>4.&nbsp;&nbsp;&nbsp;&nbsp; Deferral Elections</font></td>

<td ALIGN=RIGHT><font size=-1>5</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.1&nbsp;
Deferrals of Fees</font></td>

<td ALIGN=RIGHT><font size=-1>5</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.2&nbsp;
Deferral of Stock Awards and Deferred Stock Units&nbsp;</font></td>

<td ALIGN=RIGHT><font size=-1>6</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.3&nbsp;
Crediting and Adjustment of Deferred Amounts&nbsp;</font></td>

<td ALIGN=RIGHT><font size=-1>7</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.4&nbsp;
Payment of Deferred Compensation Account</font></td>

<td ALIGN=RIGHT><font size=-1>9</font></td>
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<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.5&nbsp;
Payments in the Event of Death</font></td>

<td ALIGN=RIGHT><font size=-1>10</font></td>
</tr>

<tr>
<td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.6&nbsp;
Multiple Distribution Dates</font></td>

<td ALIGN=RIGHT><font size=-1>11</font></td>
</tr>

<tr>
<td><font size=-1>5.&nbsp;&nbsp;&nbsp;&nbsp; Amendment and Termination</font></td>

<td ALIGN=RIGHT><font size=-1>13</font></td>
</tr>

<tr>
<td><font size=-1>6.&nbsp;&nbsp;&nbsp;&nbsp; Summary of Amendments</font></td>

<td ALIGN=RIGHT><font size=-1>14</font></td>
</tr>
</table></center>

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<p><font size=-1>UAL CORPORATION</font>
<br><u><font size=-1>1995 DIRECTORS PLAN</font></u>
<p><font size=-1>(As Amended and Restated Effective as of October 24, 2002)</font>
<p><u><font size=-1>SECTION 1</font></u>
<p><u><font size=-1>General</font></u></center>

<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.1.&nbsp;&nbsp;&nbsp;&nbsp; <u>Purpose, History and Effective Date</u>.&nbsp;
UAL Corporation (the "Company") previously maintained the UAL Corporation
1992 Stock Plan for Outside Directors (the "Prior Plan") which provided
certain benefits to non-employee directors of the Company.&nbsp; In order
to (i) encourage stock ownership by directors to further align their interests
with those of the stockholders of the Company, while at the same time providing
flexibility for directors who, due to their individual circumstances, may
be unable to take stock in lieu of cash compensation, and (ii) add certain
deferral features for fees and stock awards and other items of cash compensation
as determined by the Board of Directors, the Company authorized a variety
of compensation alternatives, including those set forth in the Prior Plan,
that would be available to Outside Directors (as defined in subsection
1.2) and established the UAL Corporation 1995 Directors Plan (the "Plan").&nbsp;
The Plan and any and all amendments thereto were effective immediately
upon the respective approval thereof by the Board of Directors, except
that subsections 1.4, 1.5, 1.7, 1.8, 2.1, 3.1, 3.2 and 3.4 and all references
to Stock Awards, Stock Deferrals and the Company Stock Subaccount were
first effective on and the Prior Plan was terminated as of July 3, 1995
(the "Initial Effective Date").&nbsp; Stock deferrals made prior to the
Initial Effective Date under the Prior Plan were treated as deferrals under
subsection 4.2 of the Plan.&nbsp; The following provisions constitute an
amendment, restatement and continuation of the Plan as in effect immediately
prior to October 24, 2002.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.2.&nbsp;&nbsp;&nbsp;&nbsp; <u>Participation</u>.&nbsp; Only Outside Directors
shall be eligible to participate in the Plan.&nbsp; As of any applicable
date, an "Outside Director" is a person who is serving as a director of
the Company who is not an employee of the Company or any subsidiary of
the Company as of that date.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.3.&nbsp;&nbsp;&nbsp;&nbsp; <u>Administration</u>.&nbsp; The authority
to manage and control the operation and administration of the Plan shall
be vested in the Executive Committee of the Board (the "Committee").&nbsp;
Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority to:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; interpret the Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations relating
to the Plan;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; correct any defect or omission and to reconcile
any inconsistency in the Plan or in any payment made hereunder; and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; to make all other determinations and to take
all other actions necessary or advisable for the implementation and administration
of the Plan.</font>
<p><font size=-1>The Committee's determinations on matters within its control
shall be conclusive and binding on the Company and all other persons.&nbsp;
Notwithstanding the foregoing, no member of the Committee shall act with
respect to the administration of the Plan except to the extent consistent
with the exempt status of the Plan under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3").</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.4.&nbsp;&nbsp;&nbsp;&nbsp; <u>Shares Subject to the Plan</u>.&nbsp; Shares
of stock which may be distributed under the plan are shares of common stock
of the Company, par value $.01 per share ("Stock").&nbsp; The maximum number
of shares of Stock which shall be available for distribution or issuance
pursuant to the Plan shall be 400,000, all of which shall consist of treasury
shares of Stock (including, in the discretion of the Company, shares of
Stock purchased in the open market).&nbsp; The number of such shares of
Stock to be distributed pursuant to (i) Outside Directors' elections to
receive shares of Stock in lieu of Eligible Cash Fees (as described in
subsection 3.1) shall be determined in accordance with Section 3,&nbsp;
(ii) awards of Deferred Stock Units (as described in subsection 2.2) shall
be determined in accordance with subsection 2.2,&nbsp; (iii) Outside Directors'
Deferral Elections (as described in Section 4) shall be determined in accordance
with Section 4 and (iv) stock awards (as described in subsection 2.1) shall
be determined in accordance with subsection 2.1; provided, however, that:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; in the event of any merger, consolidation,
reorganization, recapitalization, spinoff, stock dividend, stock split,
reverse stock split, rights offering, exchange or other change in the corporate
structure or capitalization of the Company affecting the Stock, the number
and kind of shares of Stock available for awards under Section 2 and the
annual awards of Stock and Deferred Stock Units provided thereunder shall
be equitably adjusted in such manner as the Committee shall determine in
its sole judgment;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; in determining what adjustment, if any, is
appropriate pursuant to paragraph (a), the Committee may rely on the advice
of such experts as they deem appropriate, including counsel, investment
bankers and the accountants of the Company; and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; no fractional shares shall be granted&nbsp;
pursuant to any adjustment pursuant to paragraph (a), although cash payments
may be authorized in lieu of fractional shares that may otherwise result
from such an equitable adjustment.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.5.&nbsp;&nbsp;&nbsp;&nbsp; <u>Compliance with Applicable Laws</u>.&nbsp;
Notwithstanding any other provision of the Plan, the Company shall have
no obligation to deliver any shares of Stock under the Plan unless such
delivery would comply with all applicable laws and the applicable requirements
of any securities exchange or similar entity.&nbsp; Prior to the delivery
of any shares of Stock under the Plan, the Company may require a written
statement that the recipient is acquiring the shares for investment and
not for the purpose or with the intention of distributing the shares.&nbsp;
If the redistribution of shares is restricted pursuant to this subsection
1.5, the certificates representing such shares may bear a legend referring
to such restrictions.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.6.&nbsp;&nbsp;&nbsp;&nbsp; <u>Director and Shareholder Status</u>.&nbsp;
The Plan will not give any person the right to continue as a director of
the Company, or any right or claim to any benefits under the Plan unless
such right or claim has specifically accrued under the terms of the Plan.&nbsp;
Participation in the Plan shall not create any rights in a director (or
any other person) as a shareholder of the Company until shares of Stock
are registered in the name of the director (or such other person).</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.7.&nbsp;&nbsp;&nbsp;&nbsp; <u>Definition of Fair Market Value</u>.&nbsp;
The "Fair Market Value" of a share of Stock on any date shall be equal
to the average of the high and low prices of a share of Stock reported
for New York Stock Exchange Composite Transactions for the applicable date
or, if there are no such reported trades for such date, for the last previous
date for which trades were reported.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.8.&nbsp;&nbsp;&nbsp;&nbsp; <u>Source of Payments</u>.&nbsp; Except for
Stock actually delivered pursuant to the Plan, the Plan constitutes only
an unfunded, unsecured promise of the Company to make payments or awards
to directors (or other persons) or deliver Stock in the future in accordance
with the terms of the Plan.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.9.&nbsp;&nbsp;&nbsp;&nbsp; <u>Nonassignment</u>.&nbsp; Neither a director's
nor any other person's rights to payments or awards under the Plan are
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the director.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.10.&nbsp;&nbsp;&nbsp;&nbsp; <u>Elections</u>.&nbsp; Any notice or document
required to be filed with the Committee under the Plan will be properly
filed if delivered or mailed by registered mail, postage prepaid, or sent
via facsimile or by electronic mail, to the Committee, in care of the Company's
Corporate Secretary's Office, at the Company's principal executive offices.&nbsp;
The Committee may, by advance written notice to affected persons, revise
such notice procedure from time to time.&nbsp; Any notice required under
the Plan may be waived by the person entitled thereto.</font>
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<p><u><font size=-1>SECTION 2</font></u>
<p><u><font size=-1>Awards</font></u></center>

<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.1.&nbsp;&nbsp;&nbsp;&nbsp; <u>Formula Stock Awards</u>.&nbsp; As of the
first business day of January of each year commencing on and after January
1, 1997, each Outside Director shall be awarded 400 shares of Stock ("Stock
Award").</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.2.&nbsp;&nbsp;&nbsp;&nbsp; <u>Deferred Stock Units</u>.&nbsp; As of December
31, 2002 and each December 31<sup>st</sup> thereafter, each person who
was an Outside Director at any time during the calendar year ended on that
date shall be awarded 189 deferred stock units (each such unit representing
the right to receive a share of Stock at a future date) ("Deferred Stock
Units").&nbsp; Notwithstanding the foregoing, the number of Deferred Stock
Units awarded to an Outside Director who is not an Outside Director for
the entire calendar year shall be prorated based on the number of whole
calendar months he or she was an Outside Director during such calendar
year.</font>
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<p><u><font size=-1>SECTION 3</font></u>
<p><u><font size=-1>Receipt of Stock in Lieu of Eligible Cash Fees</font></u></center>

<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.1.&nbsp;&nbsp;&nbsp;&nbsp; <u>Election to Receive Stock</u>.&nbsp; Subject
to the terms and conditions of the Plan, including subsection 3.3, each
Outside Director may elect (but not retroactively) to forego receipt of
all or any portion of the Eligible Cash Fees (as defined below) payable
to him or her for any period and instead to receive whole shares of Stock
of equivalent value to the Eligible Cash Fees so foregone (determined in
accordance with subsection 3.4).&nbsp; An election under this subsection
3.1 to have Eligible Cash Fees paid in shares of Stock shall be valid only
if it is in writing, signed by the Outside Director, and filed with the
Committee in accordance with uniform and nondiscriminatory rules adopted
by the Committee and shall be effective with respect to Eligible Cash Fees
payable after the date on which it is received by the Committee (or as
soon as practicable thereafter) or such later date specified in the election.
For purposes of the Plan, the term "Eligible Cash Fees" means the retainer
fees, meeting fees, committee fees, committee chair fees, and any other
items of cash compensation as designated by the Board of Directors that
would otherwise be payable to the Outside Director by the Company in cash
as established, from time to time, by the Board or any committee thereof,
including without limitation, the amounts credited to an Outside Director's
Deferred Compensation Account (as hereinafter defined) pursuant to resolutions
(the "Retirement Plan Resolutions") adopted by the Board on September 26,
1996 in respect of the cessation of benefit accruals under the UAL Corporation
Retirement Plan for Outside Directors (the "Retirement Plan").</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.2.&nbsp;&nbsp;&nbsp;&nbsp; <u>Revocation of Election to Receive Stock</u>.&nbsp;
Once effective, an election pursuant to subsection 3.1 to receive Stock
shall remain in effect until it is revised or revoked.&nbsp; Any such revision
or revocation shall be in writing, signed by the Outside Director and filed
with the Committee and shall be effective with respect to Eligible Cash
Fees payable after the date on which it is received by the Committee (or
as soon as practicable thereafter) or such later date specified in such
notice.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.3.&nbsp;&nbsp;&nbsp;&nbsp; <u>Election Pursuant to Retirement Plan Resolutions</u>.&nbsp;
If no election to have Eligible Cash Fees which have been credited to an
Outside Director's Deferred Compensation Account pursuant to the Retirement
Plan Resolutions deferred in the form of cash is received on or before
December 1, 1996, such Outside Director shall automatically be deemed to
have elected to have such fees deferred in the form of Stock.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.4.&nbsp;&nbsp;&nbsp;&nbsp; <u>Equivalent Amount of Stock</u>.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; The number of whole shares of Stock to be distributed
to any Outside Director, or credited to his or her Deferred Compensation
Account (as defined in subsection 4.3) pursuant to a Deferral Election
made in accordance with Section 4, by reason of his or her election pursuant
to subsection 3.1 to receive Stock in lieu of Eligible Cash Fees or pursuant
to subsection 3.3 shall be equal to:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp; the amount of the Eligible Cash Fees which
the Outside Director has elected to have paid to him or her in shares of
Stock or credited to his or her Company Stock Subaccount (as defined in
subsection 4.3);</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
DIVIDED BY:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp; (A)&nbsp; the Fair Market Value of a share
of Stock as of the date on which such Eligible Cash Fees would otherwise
have been payable to the Outside Director or (B) in the case of Eligible
Cash Fees credited pursuant to the Retirement Plan Resolutions, the average
Fair Market Value of a share of Stock for the twenty consecutive trading
days ending December 31, 1996.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; The Fair Market Value of any fractional share
shall be paid to the Outside Director in cash; provided, however, that
fractional shares subject to a Deferral Election filed in accordance with
subsection 4.1 shall be deferred and credited to the Company Stock Subaccount.</font>
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<center><u><font size=-1>SECTION 4</font></u>
<p><u><font size=-1>Deferral Elections</font></u></center>

<p><font size=-1>4.1.&nbsp;&nbsp;&nbsp;&nbsp; <u>Deferrals of Fees</u>.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; <u>General</u>.&nbsp; Subject to the terms
and conditions of the Plan, each Outside Director, by filing a written
"Deferral Election" with the Committee in accordance with uniform and nondiscriminatory
rules adopted by the Committee, may elect to defer the receipt of all or
any portion of the Eligible Cash Fees otherwise payable to him or her for
any period (including any Eligible Cash Fees that he or she has elected
to receive in Stock pursuant to Section 3) until a future date (the "Distribution
Date") specified by the Outside Director in his or her Deferral Election
as of which payment of his or her Deferred Compensation Account attributable
to amounts deferred pursuant to his or her Deferral Election shall commence
in accordance with subsection 4.4; provided, however, that in no event
shall the Distribution Date elected pursuant to this subsection 4.1(a)
be different from the Distribution Date, if any, elected by the Outside
Director pursuant to subsection 4.2.&nbsp; If no Distribution Date is specified
in an Outside Director's Deferral Election or has otherwise been elected
by the Outside Director pursuant to subsection 4.2, the Distribution Date
shall be deemed to be the first business day in January of the year following
the date on which the Outside Director ceases to be a director of the Company
for any reason. An Outside Director's Deferral Election shall be effective
with respect to Eligible Cash Fees (including any Eligible Cash Fees that
he or she has elected to receive in Stock pursuant to Section 3) and (i)
which are otherwise payable to him or her for services rendered after the
last day of the calendar year in which such election is made or (ii) which
are otherwise payable to him or her at least six months after the date
on which such election is filed with the Committee, as specified in the
Deferral Election.&nbsp; Notwithstanding the foregoing, except as provided
in subsection 4.1(b):</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A)&nbsp;&nbsp;&nbsp;&nbsp; a Deferral Election which is filed with the
Committee within 45 days after the date on which a director first becomes
an Outside Director shall be effective with respect to all Eligible Cash
Fees (including any Eligible Cash Fees that he or she has elected to receive
in Stock pursuant to Section 3) otherwise payable to him or her after the
date the Deferral Election&nbsp; is received by the Committee (or as soon
as practicable thereafter) or such later date specified in the Deferral
Election; and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(B)&nbsp;&nbsp;&nbsp;&nbsp; by notice filed with the Committee in accordance
with uniform and nondiscriminatory rules established by it, an Outside
Director may terminate or modify any Deferral Election as to Eligible Cash
Fees which are payable at least six months after the date on which such
notice is filed with the Committee or which are payable to the Outside
Director for services rendered after the last day of the calendar year
in which the notice is filed with the Committee; provided, however, that
no modification may be made to the Distribution Date unless the Outside
Director shall file such notice with the Committee at least six months
prior thereto.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding the foregoing provisions of this subsection 4.1(a), the
Committee may, in its sole discretion, after considering all of the pertinent
facts and circumstances, approve a change to a Distribution Date which
is requested by an Outside Director less than six months prior thereto.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; <u>Deferral of Eligible Cash Fees Credited
Pursuant to Retirement Plan Resolutions and Subsection 2.2</u>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A Deferral Election shall be deemed to have been made and shall be effective
automatically without the requirement of a written Deferral Election for
the Eligible Cash Fees credited to the Plan pursuant to (i) the Retirement
Plan Resolutions, the deferral of which is mandatory pursuant to the terms
of such resolutions, and (ii) subsection 2.2, the deferral of which is
mandatory.&nbsp; The Distribution Date for such deferrals shall not be
different than the Distribution Date selected pursuant to subsections 4.1(a)
and 4.2; provided, however, that in no event shall the Distribution Date
for such Eligible Cash Fees be earlier than the first business day in January
of the year following the date on which the Outside Director ceases to
be a director of the Company for any reason.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.2.&nbsp;&nbsp;&nbsp;&nbsp; <u>Deferral of Stock Awards and Deferred Stock
Units</u>.&nbsp; Subject to the terms and conditions of the Plan, each
Outside Director, by filing a written "Stock Deferral Election" with the
Committee in accordance with uniform and nondiscriminatory rules adopted
by the Committee, may elect to defer the receipt of all or any portion
of the Stock Award which is otherwise to be made to him or her for 1996
and subsequent years until the Distribution Date; provided, however, that
if no Distribution Date has been elected (or is deemed to have been elected)
pursuant to subsection 4.1, the "Distribution Date" shall be the date specified
by the Outside Director in his or her Stock Deferral Election or, if no
such date is specified, the first business day in January of the year following
the date on which the Outside Director ceases to be a director of the Company
for any reason.&nbsp; An Outside Director's Stock Deferral Election shall
be effective with respect to Stock Awards otherwise to be made to him or
her pursuant to subsection 2.1 (i) after the last day of the calendar year
in which such election is filed with the Committee or (ii) at least six
months after the date on which such election is made, as specified in the
Stock Deferral Election.&nbsp; Notwithstanding the foregoing, by notice
filed with the Committee in accordance with uniform and nondiscriminatory
rules established by it, an Outside Director may terminate or modify any
Stock Deferral Election as to Stock Awards to be made at least six months
after the date on which such notice is filed with the Committee or which
are to be made for services rendered after the last day of the calendar
year in which the notice is filed with the Committee; provided, however,
that no modification may be made to the Distribution Date unless the Outside
Director shall file such notice with the Committee at least six months
prior thereto.&nbsp; Notwithstanding the provisions of this subsection
4.2, the Committee may, in its sole discretion, after considering all of
the pertinent facts and circumstances, approve a change to the Distribution
Date which is requested by an Outside Director less than six months prior
thereto.&nbsp; The Distribution Date for Deferred Stock Units awarded pursuant
to subsection 2.2 shall be established, and may be modified, in the same
manner as the Distribution Date for Stock Awards as provided in this subsection
4.2; provided, however, that in no event shall the Distribution Date for
Deferred Stock Units be earlier than the first business day in January
of the year following the date on which the Outside Director ceases to
be a director of the Company for any reason.&nbsp; Subject to the proviso
to the preceding sentence, the Distribution Date for Deferred Stock Units
awarded pursuant to subsection 2.2 shall be the same as the Distribution
Date, if any, for Stock Awards pursuant to this subsection 4.2.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.3.&nbsp;&nbsp;&nbsp;&nbsp; <u>Crediting and Adjustment of Deferred Amounts</u>.&nbsp;
The amount of any Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock pursuant to Section 3) deferred
pursuant to subsection 4.1 or the Retirement Plan Resolutions ("Deferred
Compensation"), and the amount of any Stock Award deferred by an Outside
Director pursuant to a Stock Deferral Election and any Deferred Stock Unit
(each, a "Stock Deferral"), shall be credited to a bookkeeping account
maintained by the Company in the name of the Outside Director (the "Deferred
Compensation Account"), which account shall consist of two subaccounts,
one known as the "Cash Subaccount" and the other as the "Company Stock
Subaccount."&nbsp; Any Stock Deferrals and Eligible Cash Fees that the
Outside Director has elected or is deemed to have elected to receive in
Stock pursuant to Section 3 and which he or she has also elected to defer
pursuant to subsection 4.1 or is required to defer pursuant to subsection
2.2 or the Retirement Plan Resolutions shall be credited to his or her
Company Stock Subaccount.&nbsp; Any other Deferred Compensation shall be
credited to his or her Cash Subaccount.&nbsp; An Outside Director's Deferred
Compensation Account shall be adjusted as follows:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; As of the first day of February, May, August
and November, and as of the Initial Effective Date (each such date referred
to herein as an "Accounting Date"), the Outside Director's Cash Subaccount
shall be adjusted as follows:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp; first, the amount of any distributions made
since the last preceding Accounting Date and attributable to the Cash Subaccount
shall be charged to the Cash Subaccount;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp; next, the balance of the Cash Subaccount after
adjustment in accordance with subparagraph (i) above shall be credited
with interest for the period since the last preceding Accounting Date computed
at the prime rate as reported by <i>The Wall Street Journal</i> for the
current Accounting Date, or if such date is not a business day, for the
next preceding business day, except that, for the February 1, 1997 Accounting
Date, the portion of the Cash Subaccount representing amounts credited
pursuant to the last sentence of this paragraph (a) shall be credited with
interest for only the period since December 31, 1996;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp; next, on the Accounting Date occurring on
Initial Effective Date, the balance in the Cash Subaccount shall be charged
with a distribution equal to that portion of the balance in the Cash Subaccount
which is attributable to Eligible Cash Fees payable prior to the Initial
Effective Date which the Outside Director has elected to receive in Stock
pursuant to Section 3 and which were credited to the Cash Subaccount pursuant
to the Outside Director's Deferral Election (as adjusted in accordance
with the terms of the Plan through the Initial Effective Date); and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv)&nbsp;&nbsp;&nbsp;&nbsp; finally, after adjustment in accordance with
the foregoing provisions of this paragraph (a), the Cash Subaccount shall
be credited with the portion of the Deferred Compensation or Supplemental
Benefit (as defined in the Retirement Plan Resolutions) otherwise payable
to the Outside Director since the last preceding Accounting Date or, in
the case of the Accounting Date occurring on February 1, 1995, subsequent
to January 1, 1995, which is to be credited to the Cash Subaccount, excluding
amounts previously credited pursuant to the following sentence.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, as of the close of business on December 31, 1996, the Cash
Subaccount shall be credited with the Eligible Cash Fees to be credited
to such account pursuant to the Retirement Plan Resolutions which the Outside
Director has elected to receive in cash.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; The Outside Director's Company Stock Subaccount
shall be adjusted as follows:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp; as of the Initial Effective Date, the Company
Stock Subaccount shall be credited with that number of stock units ("Stock
Units") which is equal to the amount charged to the Cash Subaccount as
of that date pursuant to subparagraph (a) (iii) next above, divided by
the Fair Market Value of a share of Stock as of the Initial Effective Date;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp; as of any date on or after the Initial Effective
Date on which Eligible Cash Fees would have been payable to the Outside
Director in Stock but for his or her Deferral Election, and as of December
31, 1996, in the case of the Eligible Cash Fees credited pursuant to the
Retirement Plan Resolutions which the Outside Director has elected to take
in Stock pursuant to Section 3, the Company Stock Subaccount shall be credited
with a number of Stock Units equal to the number of shares of Stock (including
any fractional shares) to which he or she would have been entitled pursuant
to Section 3;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp; as of the date on which a Stock Award would
be made to the Outside Director pursuant to subsection 2.1 but for his
or her Stock Deferral Election, the Company Stock Subaccount shall be credited
with a number of Stock Units equal to the number of shares of Stock that
would have been awarded to the Outside Director as of such date but for
his or her Stock Deferral Election;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv)&nbsp;&nbsp;&nbsp;&nbsp; as of December 31, 1997, and each December
31st thereafter, the Company Stock Subaccount shall be credited with a
number of Stock Units equal to the number of Deferred Stock Units awarded
pursuant to subsection 2.2;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(v)&nbsp;&nbsp;&nbsp;&nbsp; as of the date on which shares of Stock are
distributed to the Outside Director in accordance with subsection 4.4 below,
the Company Stock Subaccount shall be charged with an equal number of Stock
Units; and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(vi)&nbsp;&nbsp;&nbsp;&nbsp; as of the record date for any dividend (other
than a stock dividend) paid on Stock, the Company Stock Subaccount shall
be credited with that number of additional Stock Units which is equal to
the number obtained by multiplying the number of Stock Units then credited
to the Company Stock Subaccount by the amount of the cash dividend or the
fair market value (as determined by the Board of Directors) of any dividend
in kind payable on a share of Stock and dividing that product by the then
Fair Market Value of a share of Stock.</font>
<p><font size=-1>In the event of any merger, consolidation, reorganization,&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
recapitalization, spinoff, stock dividend, stock split, reverse stock split,
rights offering,&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; exchange or other change
in the corporate structure or capitalization of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Company affecting the Stock, each Outside Director's Company Stock
Subaccount shall be equitably adjusted in such manner as the Committee
shall determine in its sole judgment.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.4.&nbsp;&nbsp;&nbsp;&nbsp; <u>Payment of Deferred Compensation Account</u>.&nbsp;
Except as otherwise provided in this subsection 4.4 or subsection 4.5,
the balances credited to the Cash Subaccount and Company Stock Subaccount
of an Outside Director's Deferred Compensation Account shall each be payable
to the Outside Director in 10 annual installments commencing as of the
Distribution Date and continuing on each annual anniversary thereof.&nbsp;
Notwithstanding the foregoing, an Outside Director may elect, by filing
a notice with the Committee at least six months prior to the Distribution
Date, to change the number of payments to a single payment or to any number
of annual payments not in excess of ten; provided, however, that the Committee
may, in its sole discretion, after considering all of the pertinent facts
and circumstances, approve a change to the payment form which is requested
by an Outside Director less than six months prior to the Distribution Date
.&nbsp; Each such payment shall include a cash portion, if applicable,
and a Stock portion, if applicable, as follows:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; The cash portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the Cash Subaccount shall
be equal to the balance of the Cash Subaccount multiplied by a fraction,
the numerator of which is one and the denominator of which is the number
of remaining payments to be made, including such payment.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; The Stock portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the Company Stock Subaccount
shall be distributed in whole shares of Stock, the number of shares of
which shall be determined by rounding to the next lower integer the product
obtained by multiplying the number of Stock Units then credited to the
Outside Director's Company Stock Subaccount by a fraction, the numerator
of which is one and the denominator of which is the number of remaining
payments to be made, including such payment.&nbsp; The Fair Market Value
of any fractional share of Stock remaining after all Stock distributions
have been made to the Outside Director pursuant to this paragraph (b) shall
be paid to the Outside Director in cash.</font>
<br><font size=-1>Notwithstanding the foregoing, the Committee, in its
sole discretion, may distribute all balances in any Deferred Compensation
Account and/or all of the balance in any Company Stock Subaccount to the
Outside Director (or former Outside Director) in a lump sum as of any date.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.5.&nbsp;&nbsp;&nbsp;&nbsp; <u>Payments in the Event of Death</u>.&nbsp;
If an Outside Director dies before payment of his or her Deferred Compensation
Account commences, all amounts then credited to his or her Deferred Compensation
Account shall be distributed to his or her Beneficiary (as described below),
as soon as practicable after his or her death, in a lump sum.&nbsp; If
an Outside Director dies after payment of his or her Deferred Compensation
Account has commenced but before the entire balance of such account has
been distributed, the remaining balance thereof shall be distributed to
his or her Beneficiary, as soon as practicable after his or her death,
in a lump sum.&nbsp; Any amounts in the Cash Subaccount shall be distributed
in cash and any amounts in the Company Stock Subaccount shall be distributed
in whole shares of Stock determined in accordance with subsection 4.4(b),
and the Fair Market Value of any fractional share of Stock shall be distributed
in cash.&nbsp; For purposes of the Plan, the Outside Director's "Beneficiary"
is the person or persons the Outside Director designates, which designation
shall be in writing, signed by the Outside Director and filed with the
Committee prior to the Outside Director's death.&nbsp; A Beneficiary designation
shall be effective when filed with the Committee in accordance with the
preceding sentence.&nbsp; If more than one Beneficiary has been designated,
the balance in the Outside Director's Deferred Compensation Account shall
be distributed to each such Beneficiary per capita (with cash distributed
in lieu of any fractional share of Stock).&nbsp; In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director, the Beneficiary
shall be the Outside Director's estate.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.6.&nbsp;&nbsp;&nbsp; <u>Multiple Distribution Dates</u>.&nbsp; If, as
a result of the applicable proviso to the last sentence of subsection 4.1(b)
or the penultimate sentence of 4.2 (the "Multiple Distribution Date Rules"),
there shall be more than one Distribution Date for an Outside Director's
Cash Subaccount or Company Stock Subaccount, then the Company shall take
all steps reasonably practicable to divide the respective subaccount into
two separate subaccounts, so that the credits, charges and payments related
to the different Distribution Dates are kept separate.&nbsp; In the event
an Outside Director has attempted to elect more than one Distribution Date
pursuant to the provisions of subsections 4.1 and 4.2 (other than under
the circumstances contemplated by the preceding sentence), the following
rules of construction shall apply:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; the most recent Distribution Date election
received by the Company in accordance with the Plan shall constitute a
revocation of all prior Distribution Date elections; and</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; with respect to contemporaneous elections,
elections made pursuant to subsection 4.2 shall take precedence over elections
made pursuant to subsection 4.1, elections made pursuant to subsection
4.1(a) shall take precedence over elections made pursuant to subsection
4.1(b), and elections made with respect to Stock Awards shall take precedence
over elections made with respect to Deferred Stock Units.</font>
<dir>
<dir>
<dir>
<dir>&nbsp;</dir>
</dir>
</dir>
</dir>

<center><u><font size=-1>SECTION 5</font></u>
<p><u><font size=-1>Amendment and Termination</font></u></center>

<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
While the Company expects and intends to continue the Plan, the Board of
Directors of the Company reserves the right to, at any time and in any
way, amend, suspend or terminate the Plan; provided, however, that no amendment,
suspension or termination shall:</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; be made without shareholder approval to the
extent such approval is required by law, agreement or the rules of any
exchange or automated quotation system upon which the Stock is listed or
quoted;</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; except as provided in subsection 4.4 (relating
to lump sum payments of amounts held in an Outside Director's Deferred
Compensation Account) or this Section 5, materially alter or impair the
rights of an Outside Director under the Plan without the consent of the
Outside Director with respect to rights already accrued hereunder; or</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; make any change that would disqualify the Plan
or any other plan of the Company intended to be so qualified from the exemption
provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.</font>
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p><u><font size=-1>SECTION 6</font></u>
<p><u><font size=-1>Summary of Amendments</font></u></center>

<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The shareholders approved a stock split in the form of a 300% stock dividend
on April 24, 1996.&nbsp; The authorized shares and the Stock Awards awarded
prior to the stock split have been adjusted to reflect the stock split
pursuant to resolutions approved by the Board on February 29, 1996.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors amended the Plan pursuant to resolutions adopted
on September 26, 1996.&nbsp; The purpose of the amendment was to provide
for the grant of annual Deferred Stock Units under the Plan on December
31, 1996 and each December 31 thereafter as a replacement of the benefit
that was accruing to active Outside Directors under the Retirement Plan.&nbsp;
This annual deferred stock credit is calculated by dividing $8,500 by the
average market value of shares in December 1996.&nbsp; In addition, the
Board approved the one-time transfer of a lump sum amount equal to the
present value of the Outside Director's accrued benefit under the Retirement
Plan as of December 31, 1996.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors approved an amendment to the Plan pursuant to resolutions
adopted on June 26, 1997.&nbsp; The purpose of the amendment was to provide
for an increase in the number of annual Deferred Stock Units to Outside
Directors to be implemented in two equal steps on December 31, 1997 and
December 31, 1998 as a restoration of the 10% reduction in meeting and
retainer fees taken in 1993 (and reaffirmed by the Board in 1994).&nbsp;
This increase in the deferred stock credit is calculated by taking the
average value of the 10% reduction ($4,400) using the average market value
of shares in December 1997.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors approved an amendment and restatement of the Plan
pursuant to resolutions adopted on April 30, 2002.&nbsp; The purpose of
the amendment and restatement was to liberalize the stock and deferral
election procedures under the Plan.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors approved an amendment and restatement of the Plan
pursuant to resolutions adopted on July 29,&nbsp; 2002.&nbsp; The purpose
of the amendment and restatement was to delete the limit on the&nbsp; number
of shares that are available for stock awards.</font>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors approved an amendment and restatementof the Plan
pursuant to resolutions adopted on October 24, 2002.&nbsp; The purpose
of the amendment and restatement was to specify the number of shares available
for issuance under the Plan.</font>
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