TESORO PETROLEUM CORP /NEW/
AMENDED/RESTATED 1995 NON-EMPLOYEE DIRECTOR STOCK
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d96862ex10-2.txt
<DESCRIPTION>AMENDED/RESTATED 1995 NON-EMPLOYEE DIRECTOR STOCK
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                                                                    EXHIBIT 10.2

                          TESORO PETROLEUM CORPORATION
                              Amended and Restated
                  1995 Non-Employee Director Stock Option Plan



1.       PURPOSE. This Amended and Restated 1995 Non-Employee Director Stock
         Option Plan (the "Plan") of Tesoro Petroleum Corporation, a Delaware
         corporation (the "Company"), modified, effective March 15, 2000, to
         increase the grant of options to non-employee directors after each
         annual meeting of the Company's stockholders from 1,000 shares of
         Common Stock to 3,000 shares of Common Stock. The Plan is adopted,
         subject to stockholder approval to the extent required by Paragraph 16
         hereof, for the benefit of the directors of the Company who at the time
         of their service are not employees of the Company or any of its
         subsidiaries ("Non-Employee Directors"), and is intended to advance the
         interests of the Company by providing the Non-Employee Director with
         additional incentive to serve the Company by increasing their
         proprietary interest in the success of the Company through the issuance
         by the Company of non-qualified stock options. No incentive stock
         options will be granted under the Plan.

2.       ADMINISTRATION. The Plan shall be administered by the Compensation
         Committee of the Board of Directors of the Company (the "Committee").
         For the purposes of this Plan, a majority of the members of the
         Committee shall constitute a quorum for the transaction of business,
         and the vote of a majority of those members present at any meeting
         shall decide any question brought before that meeting. In addition, the
         Committee may take any action otherwise proper under the Plan by the
         affirmative vote, taken without a meeting, of a majority of its
         members. No member of the Committee shall be liable for any act or
         omission of any other member of the Committee or for any act or
         omission on his own part, including but not limited to the exercise of
         any power or discretion given to him under the Plan, except those
         resulting from his own gross negligence or willful misconduct. All
         question of interpretation and application of the Plan, or as to
         non-qualified options granted hereunder (the "Options"), shall be
         subject to the determination, which shall be final and binding, of a
         majority of the whole Committee. Notwithstanding the above, the
         selection of Non-Employee Directors to whom Options are to be granted,
         the number of shares subject to any Option, the exercise price of any
         Option and the term of any Option shall be as hereinafter provided and
         the Committee shall have no discretion as to such matters.


3.       OPTION SHARES. The stock subject to the Options and other provisions of
         the Plan shall be shares of the Company's Common Stock, $.16-2/3 par
         value (or such other par value as may be designated by act of the
         Company's stockholders) (the "Common Stock"). In addition, for purposes
         of the Plan and
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         the Options, the term Common Stock shall also be deemed to include any
         rights to purchase ("Rights") the Participating Preferred Stock, no par
         value, of the Company that may then be trading with the Common Stock as
         provided in the Rights Agreement between the Company and Chemical Bank,
         N.A., relating to the Rights. The total amount of the Common Stock with
         respect to which Options may be granted shall not exceed in the
         aggregate 150,000 shares; provided, that the class and aggregate number
         of shares which may be subject to the options granted hereunder shall
         be subject to adjustment in accordance with the provisions of Paragraph
         12 hereof. Such shares may be treasury shares or authorized but
         unissued shares.

         In the event that any outstanding Option for any reason shall expire or
         terminate by reason of the death of the optionee or the fact that the
         optionee ceases to be a director, the surrender of any such Option, or
         any other cause, the shares of Common Stock allocable to the
         unexercised portion of such Option may again be subject to an Option
         under the Plan.

4.       GRANT OF OPTIONS. Subject to the provisions of Paragraph 16 and the
         availability under the Plan of a sufficient number of shares of Common
         Stock that may be issuable upon the exercise of outstanding Options,
         there shall be granted under the Plan to each Non-Employee Director as
         of February 23, 1995, and any director elected after such date, an
         Option to purchase 5,000 shares of Common Stock at a price per share of
         Common Stock (the "Option Price") equal to the fair market value of the
         Common Stock (as defined in Paragraph 7 hereof) as of the date of
         grant. In addition, after March 15, 2000, each Non-Employee Director,
         while this Plan is in effect and shares are available for the grant of
         Options hereunder, shall be granted on the next day after each annual
         meeting of the Company's stockholders but no later than each June 1, if
         no annual meeting is held, an Option to purchase 3,000 shares of the
         Common Stock at an Option Price equal to the fair market value of the
         Common Stock as of such date, provided that if such date is not a date
         on which a closing price for the Common Stock is reported on the New
         York Stock Exchange, then the Option Price shall be the fair market
         value as of the first preceding date for which such a closing price is
         reported.

5.       DURATION OF OPTIONS. Each Option granted under the Plan shall be
         exercisable for a term of ten years from the date of grant, subject to
         earlier termination as provided in Paragraph 9 hereof.

6.       AMOUNT EXERCISABLE. Each Option may be exercised in whole or in part at
         any time commencing six months after the grant thereof.



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7.       EXERCISE OF OPTIONS. An optionee may exercise such optionee's Option by
         delivering to the Company a written notice stating (i) that such
         optionee wishes to exercise such Option on the date such notice is so
         delivered, (ii) the number of shares of stock with respect to which
         such Option is to be exercised and (iii) the address to which the
         certificate representing such shares of stock should be mailed. In
         order to be effective, such written notice shall be accompanied by (i)
         payment of the Option Price of such shares of stock and (ii) payment of
         an amount of money necessary to satisfy any withholding tax liability
         that may result from the exercise of such Option. Each such payment
         shall be made by cash or check made payable to the order of the Company
         in U.S. dollars.

         If, at the time of receipt by the Company of such written notice, (i)
         the Company has unrestricted surplus in an amount not less than the
         Option Price of such shares of stock, (ii) all accrued cumulative
         preferential dividends and other current preferential dividends on all
         outstanding shares of preferred stock of the Company have been fully
         paid, (iii) the acquisition by the Company of its own shares of stock
         for the purpose of enabling such optionee to exercise such Option is
         otherwise permitted by applicable law and without any vote or consent
         of any stockholder of the Company, and (iv) there shall have been
         adopted, and there shall be in full force and effect, a resolution of
         the Board of Directors of the Company authorizing the acquisition by
         the Company of its own shares of stock for such purpose, then such
         optionee may deliver to the Company, in payment of the Option Price of
         the shares of stock with respect to which such Option is exercised, (x)
         certificates registered in the name of such optionee that represent a
         number of shares of stock legally and beneficially owned by such
         optionee (free of all liens, claims and encumbrances of every kind) and
         having a fair market value on the date of receipt by the Company of
         such written notice that is not greater than the Option Price of the
         shares of stock with respect to which such Option is to be exercised,
         such certificates to be accompanied by stock powers duly endorsed in
         blank by the record holder of the shares of stock represented by such
         certificates, with the signature of such record holder guaranteed by a
         national banking association (or, in lieu of such certificates, other
         arrangements for the transfer of such shares to the Company which are
         satisfactory to the Company) and (y) if the Option Price of the shares
         of stock with respect to which such Options are to be exercised exceeds
         such fair market value, a cashier's check drawn on a national banking
         association and payable to the order of the Company in an amount, in
         U.S. dollars, equal to the amount of such excess plus the amount of
         money necessary to satisfy any withholding tax liability that may
         result from the exercise of such Option. Notwithstanding the provisions
         of the immediately preceding sentence, the Committee, in its sole
         discretion, may refuse to accept shares of stock in payment of the
         Option Price of the shares of stock with respect to which such Option
         is to be exercised and, in that event, any certificates representing
         shares of stock that were received by the Company with such written
         notice shall be returned to such optionee, together with notice by the
         Company to such optionee of the refusal of the Committee to accept such
         shares of stock. The Company, at its option, upon the request of the
         optionee, may retain shares of Common Stock which would otherwise be
         issued upon exercise of an Option to satisfy any withholding tax
         liability that may result from the exercise of such Option, which
         shares shall be valued for such purpose at their then fair market
         value. If, at the expiration of seven business days after the delivery
         to such optionee of such written notice from the Company, such optionee
         shall not have delivered to the Company a check payable to the order of
         the Company in an amount, in U.S. dollars, equal to the Option Price of
         the shares of stock with respect to which such


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         Option is to be exercised, such written notice from the optionee to the
         Company shall be ineffective to exercise such Option.

         As promptly as practicable after the receipt by the Company of (i) such
         written notice from the optionee, (ii) payment, in the form required by
         the foregoing provisions of this Paragraph 7, of the Option Price of
         the shares of stock with respect to which such Option is to be
         exercised, and (iii) payment, in the form required by the foregoing
         provisions of this Paragraph 7, of an amount necessary to satisfy any
         withholding tax liability that may result from the exercise of such
         Option, a certificate representing the number of shares of stock with
         respect to which such Option has been so exercised, reduced, to the
         extent applicable by the number of shares retained by the Company to
         pay any required withholding tax such certificate to be registered in
         the name of such optionee, provided that such delivery shall be
         considered to have been made when such certificate shall have been
         mailed, postage prepaid, to such optionee at the address specified for
         such purpose in such written notice from the optionee to the Company.

         For purposes of this Paragraph 7, the "fair market value" of a share of
         stock as of any particular date shall mean the closing price of a share
         of stock on that date as reported in the New York Stock Exchange
         Composite Transactions Listing, provided that if no closing price for
         the stock was so reported on that date or if, in the discretion of the
         Committee, another means of determining the fair market value of a
         share of stock at such date shall be necessary or advisable, the
         Committee may provide for another means for determining such fair
         market value.

8.       TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
         optionee otherwise than by will or under the laws of descent and
         distribution, and shall be exercisable, during his lifetime, only by
         him.

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9.       TERMINATION. Except as may be otherwise expressly provided herein, each
         Option, to the extent it shall not previously have been exercised,
         shall terminate on the earlier of the following:

         (a)      On August 22, 1995, in the event that approval of the Plan by
                  the stockholders of the Company is required by Paragraph 16
                  hereof and shall not have been obtained by such date;

         (b)      Except as may be otherwise expressly provided herein, all
                  Options shall terminate on the earlier of the date of the
                  expiration of the Option or the date that is three months
                  after the optionee ceases to be a member of the Company's
                  Board of Directors, for any reason other than the death,
                  permanent disability, or retirement of the optionee, during
                  which period the optionee shall be entitled to exercise the
                  Option in respect of the number of shares that the optionee
                  would have been entitled to purchase had the optionee
                  exercised the Option on the date the optionee ceased to be
                  a member of the Company's Board of Directors.

                  In the event the optionee ceases to be a member of the
                  Company's Board of Directors because of his death, permanent
                  disability or retirement from the Board of Directors of the
                  Company, before the date of expiration of his Option, such
                  Option shall continue fully in effect, including provisions
                  providing for subsequent vesting of such Option, and shall
                  terminate on the date of expiration of the Option
                  notwithstanding any provision to the contrary in the
                  optionee's option agreement. After the death of the optionee,
                  his executors, administrators or any person or persons to whom
                  his Option may be transferred by will or by the laws of
                  descent and distribution, shall have the right, at any time
                  prior to the termination of the Option to exercise the Option,
                  in respect to the number of shares that the optionee would
                  have been entitled to exercise if he were still alive.

                  For purposes of this Paragraph 9, an optionee will be treated
                  as having retired from the Company's Board of Directors if the
                  optionee shall, at the time the optionee ceases to be a member
                  of the Board of Directors of the Company, have served for at
                  least an aggregate of three full years (excluding service
                  while a full-time employee of the Company).

         (c)      Ten years after the date of grant of such Option.

10.      REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
         any shares under any Option if the issuance of such shares shall
         constitute a violation by the optionee or the Company of any provisions
         of any law or regulation of any governmental authority. Each Option
         granted under the Plan
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         shall be subject to the requirements that, if at any time the Board of
         Directors of the Company or the Committee shall determine that the
         listing, registration or qualification of the shares subject thereto
         upon any securities exchange or under any state or federal law of the
         United States or of any other country or governmental subdivision
         thereof, or the consent or approval of any governmental regulatory
         body, or investment or other representations, are necessary or
         desirable in connection with the issue or purchase of shares subject
         thereto, no such Option may be exercised in whole or in part unless
         such listing, registration, qualification, consent, approval or
         representation shall have been effected or obtained free of any
         conditions not acceptable to the Board of Directors. If required at any
         time by the Board of Directors or the Committee, an Option may not be
         exercised until the optionee has delivered an investment letter to the
         Company. In addition, specifically in connection with the Securities
         Act of 1933 (as now in effect or hereafter amended), upon exercise of
         any Option, the Company shall not be required to issue the underlying
         shares unless the Committee has received evidence satisfactory to it to
         the effect that the holder of such Option will not transfer such shares
         except pursuant to a registration statement in effect under such Act or
         unless an opinion of counsel satisfactory to the Company has been
         received by the Company to the effect that such registration is not
         required. Any determination in this connection by the Committee shall
         be final, binding and conclusive. In the event the shares issuable on
         exercise of an Option are not registered under the Securities Act of
         1933, the Company may imprint on the certificate for such shares the
         following legend or any other legend which counsel for the Company
         considers necessary or advisable to comply with the Securities Act of
         1933.

                  "The shares of stock represented by this certificate have not
                  been registered under the Securities Act of 1933 or under the
                  securities laws of any state and may not be sold or
                  transferred except upon such registration or upon receipt by
                  the Corporation of an opinion of counsel satisfactory, in form
                  and substance to the Corporation, that registration is not
                  required for such sale or transfer."

         The Company may, but shall in no event be obligated to, register any
         securities covered hereby pursuant to the Securities Act of 1933 (as
         now in effect or as hereafter amended) and, in the event any shares are
         so registered, the Company may remove any legend on certificates
         representing such shares. The Company shall not be obligated to take
         any other affirmative action in order to cause the exercise of an
         Option or the issuance of shares pursuant thereto to comply with any
         law or regulation of any governmental authority; provided however,
         that, if the Company shall decide to register Common Stock, the Company
         will use reasonable efforts to cause the Common Stock provided for in
         Paragraph 3 hereof to be so registered.

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11.      NO RIGHTS AS STOCKHOLDER. No optionee shall have rights as a
         stockholder with respect to shares covered by his Option until the date
         of issuance of a stock certificate for such shares; and, except as
         otherwise provided in Paragraph 16 hereof, no adjustment for dividends,
         or otherwise, shall be made if the record date therefor is prior to the
         date of issuance of such certificate.

12.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
         outstanding Options shall not affect in any way the right or power of
         the Company or its stockholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         Company's capital structure or its business, or any merger or
         consolidation of the Company, or any issue of bonds, debentures,
         preferred or prior preference stock ahead of or affecting the Common
         Stock or the rights thereof, or the dissolution or liquidation of the
         Company, or any sale or transfer of all or any part of its assets or
         business, or any other corporate act or proceeding, whether of a
         similar character or otherwise.

         If the Company shall effect a subdivision or consolidation of shares or
         other capital adjustment of, or the payment of a dividend in capital
         stock or other equity securities of the Company on, its Common Stock,
         or other increase or reduction of the number of shares of the Common
         Stock outstanding without receiving consideration therefor in money,
         services, or property, or the reclassification of its Common Stock, in
         whole or in part, into other equity securities of the Company, then (a)
         the number, class and per share price of shares of stock subject to
         outstanding Options hereunder shall be appropriately adjusted (or in
         the case of the issuance of other equity securities as a dividend on,
         or in a reclassification of, the Common Stock, the Options shall extend
         to such other securities) in such a manner as to entitle an optionee to
         receive, upon exercise of an Option, for the same aggregate cash
         compensation, the same total number and class or classes of shares (or
         in the case of a dividend of, or reclassification into, other equity
         securities, such other securities) he would have held after such
         adjustment if he had exercised his Option in full immediately prior to
         the event requiring the adjustment, or, if applicable, the record date
         for determining shareholders to be affected by such adjustment; and (b)
         the number and class of shares then reserved for issuance under the
         Plan (or in the case of a dividend of, or reclassification into, other
         equity securities, such other securities) shall be adjusted by
         substituting for the total number and class of shares of stock then
         received, the number and class or classes of shares of stock (or in the
         case of a dividend of, or reclassification into, other equity
         securities, such other securities) that would have been received by the
         owner of an equal number of outstanding shares of Common Stock as the
         result of the event requiring the adjustment. Comparable rights shall
         accrue to each optionee
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         in the event of successive subdivisions, consolidations, capital
         adjustment, dividends or reclassifications of the character described
         above.

         If the Company shall distribute to all holders of its shares of Common
         Stock (including any such distribution made to non-dissenting
         shareholders in connection with a consolidation or merger in which the
         Company is the surviving corporation and in which holders of shares of
         Common Stock continue to hold shares of Common Stock after such merger
         or consolidation) evidences of indebtedness or cash or other assets
         (other than cash dividends payable out of consolidated retained
         earnings not in excess of, in any one year period the greater of (a)
         $1.00 per share of Common Stock or (b) two times the aggregate amount
         of dividends per share paid during the preceding calendar year and
         dividends or distributions payable in shares of Common Stock or other
         equity securities of the Company described in the immediately preceding
         paragraph), then in each case the Option Price shall be adjusted by
         reducing the Option Price in effect immediately prior to the record
         date for the determination of stockholders entitled to receive such
         distribution by the fair market value, as determined in good faith by
         the Board of Directors of the Company (whose determination shall be of
         an Option) of the portion of the evidence of indebtedness or cash or
         other assets so to be distributed applicable to one share of Common
         Stock; provided that in no event shall the Option Price be less than
         the par value of a share of Common Stock. Such adjustment shall be made
         whenever any such distribution is made, and shall become effective on
         the date of the distribution retroactive to the record date for the
         determination of the stockholders entitled to receive such
         distribution. Comparable adjustments shall be made in the event of
         successive distributions of the character described above.

         If the Company shall make a tender offer for, or grant to all of its
         holders of its shares of Common Stock the right to require the Company
         or any subsidiary of the Company to acquire from such stockholders
         shares, of Common Stock at a price in excess of the Current Market
         Price (a "Put Right") or the Company shall grant to all of its holders
         of its shares of Common Stock the right to acquire shares of Common
         Stock for less than the Current Market Price (a "Purchase Right") then,
         in the case of a Put Right, the Option Price shall
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         be adjusted by multiplying the Option Price in effect immediately prior
         to the record date for the determination of stockholders entitled to
         receive such Put Right by a fraction, the numerator of which shall be
         the number of shares of Common Stock then outstanding minus the number
         of shares of Common Stock which could be purchased at the Current
         Market Price for the aggregate amount which would be paid if all Put
         Rights are exercised and the denominator of which is the number of
         shares of Common Stock which would be outstanding if all Put Rights are
         exercised; and, in the case of a Purchase Right, the Option Price shall
         be adjusted by multiplying the Option Price in effect immediately prior
         to the record date for the determination of the stockholders entitled
         to receive such Purchase Right by a fraction, the numerator of which
         shall be the number of shares of Common Stock then outstanding plus the
         number of shares of Common Stock which could be purchased at the
         Current Market Price for the aggregate amount which would be paid if
         all Purchase Rights are exercised and the denominator of which is the
         number of shares of Common Stock which would be outstanding if all
         Purchase Rights are exercised. In addition, the number of shares
         subject to the Option shall be increased by multiplying the number of
         shares then subject to the Option by a fraction which is the inverse of
         the fraction used to adjust the Option Price. Notwithstanding the
         foregoing if any such Put Rights or Purchase Rights shall terminate
         without being exercised, the Option Price and number of shares subject
         to Option shall be appropriately readjusted to reflect the Option Price
         and number of shares subject to the Option which would have been in
         effect if such unexercised Rights had never existed. Comparable
         adjustments shall be made in the event of successive transactions of
         the character described above.

         After the merger of one or more corporations into the Company, after
         any consolidation of the Company and one or more corporations, or after
         any other corporate transaction described in Section 425(a) of the
         Internal Revenue Code of 1986, as amended (the "Code"), in which the
         Company shall be the surviving corporation, each optionee, at no
         additional cost, shall be entitled to receive, upon any exercise of his
         Option, in lieu of the number of shares as to which the Option shall
         then be so exercised, the number and class of shares of stock or other
         equity securities to which the optionee would have been entitled
         pursuant to the terms of the agreement of merger or consolidation if at
         the time of such merger or consolidation such optionee had been a
         holder of a number of shares of Common Stock equal to the number of
         shares as to which the Option shall then be so exercised and, if as a
         result of such merger, consolidation or other transaction, the holders
         of Common Stock are not entitled to receive any shares of Common Stock
         pursuant to the terms thereof, each optionee, at no additional cost
         shall be entitled to receive, upon exercise of his Option, such other
         assets and property, including cash, to which he would have been
         entitled if at the time of such merger, consolidation or other
         transaction he had been the holder of the number of shares of Common
         Stock equal to the number of shares as to which the Option shall then
         be so exercised. Comparable rights shall accrue to each optionee in the
         event of successive mergers or consolidations of the character
         described above.

         After a merger of the Company into one or more corporations, after a
         consolidation of the Company and one or more corporations, or after any
         other corporate transaction described in Section 425(a) of the Code in
         which the
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         Company is not the surviving corporation, each optionee shall, at no
         additional cost, be entitled at the option of the surviving corporation
         (i) to have his then existing Option assumed or have a new option
         substituted for the existing Option by the surviving corporation to the
         transaction which is then employing him, or a parent or subsidiary of
         such corporation, on a basis where the excess of the aggregate fair
         market value of the shares subject to the option immediately after the
         substitution or assumption over the aggregate Option Price of such
         option is equal to the excess of the aggregate fair market value of all
         shares subject to the option immediately before such substitution or
         assumption over the aggregate Option Price of such shares, provided
         that the shares subject to the new option must be traded on the New
         York or American Stock Exchange or quoted on the National Association
         of Securities Dealers Automated Quotation System, or (ii) to receive,
         upon any exercise of his Option, in lieu of the number of shares as to
         which the Option shall then be so exercised, the securities, property
         and other assets, including cash, to which the optionee would have been
         entitled pursuant to the terms of the agreement of merger or
         consolidation or the agreement giving rise to the other corporate
         transaction if at the time of such merger, consolidation or other
         transaction such optionee had been the holder of the number of shares
         of Common Stock equal to the number of shares as to which the Option
         shall then be so exercised.

         If a corporate transaction described in Section 425(a) of the Code
         which involves the Company is to take place and there is to be no
         surviving corporation while an Option remains in whole or in part
         unexercised, it shall be canceled by the Board of Directors as of the
         effective date of any such corporate transaction but before that date
         each optionee shall be provided with a notice of such cancellation and
         each optionee shall have the right to exercise such Option in full
         (without regard to any limitations set forth in or imposed pursuant to
         Paragraph 9 of this Plan) to the extent it is then still unexercised
         during a 30-day period preceding the effective date of such corporate
         transaction.

         For purposes of this Paragraph 12, Current Market Price per share of
         Common Stock shall mean the last reported price for the Common Stock in
         the New York Stock Exchange Composite Transaction listing on the
         trading day immediately preceding the first trading day on which, as a
         result of the establishment of a record date or otherwise, the trading
         price reflects that an acquiror of Common Stock in the public market
         will not participate in or receive the payment of any applicable
         dividend or distribution.

         Except as hereinbefore expressly provided, the issue by the Company of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, for cash or property, or for labor or services
         either upon direct sale or upon the
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         exercise of rights or warrants to subscribe therefor, or upon
         conversion of shares or obligations of the Company convertible into
         such shares or other securities, shall not affect, and no adjustment by
         reason thereof shall be made with respect to, the number or price of
         shares of Common Stock then subject to outstanding Options.

13.      AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may modify,
         revise or terminate this Plan at any time and from time to time;
         provided, however, that without the further approval of the holders of
         at least a majority of the outstanding shares of voting stock, or if
         the provisions of the corporate charter, by-laws or applicable state
         law prescribes a greater degree of stockholder approval for this
         action, without the degree of stockholder approval thus required, the
         Board of Directors may not (a) change the aggregate number of shares
         which may be issued under Options pursuant to the provisions of the
         Plan; (b) reduce the Option Price permitted for the options; or (c)
         extend the term during which an option may be exercised or the
         termination date of this Plan unless, in each such case, the Board of
         Directors of the Company shall have obtained an opinion of legal
         counsel to the effect that stockholder approval of the amendment is not
         required (i) by law, (ii) by the rules and regulations of, or any
         agreement with, the New York Stock Exchange or (iii) in order to make
         available to the optionee with respect to any option granted under the
         Plan, the benefits of Rule 16b-3 of the Rules and Regulations under the
         Securities Exchange Act of 1934, or any similar or successor rule. In
         addition, the terms of this Plan stating who may participate in the
         Plan, the number of shares of stock subject to an option which may be
         granted to any participant, the determination of the Option Price, the
         time for vesting and the term of an Option may not be amended more
         often than once every six months.

14.      WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied in a
         written option agreement, which shall be subject to the terms and
         conditions prescribed above, and shall be signed by the optionee and by
         the appropriate officer of the Company for and in the name and on
         behalf of the Company. Such an option agreement shall contain such
         other provisions as the Committee in its discretion shall deem
         advisable.


15.      INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present
         and future member of the Committee against, and each member of the
         Committee shall be entitled without further act on his part to
         indemnity from the Company for, all expenses (including the amount of
         judgments and the amount of approved settlements made with a view to
         the curtailment of costs of litigation, other than amounts paid to the
         Company itself) reasonably incurred by him in connection with or
         arising out of any action, suit or proceeding in which he may be
         involved by reason of his being or having been a member of the
         Committee,
<PAGE>
                                                                         Page 12


         whether or not he continues to be such member of the Committee at the
         time of incurring such expenses; provided, however, that such indemnity
         shall not include any expenses incurred by any such member of the
         Committee (a) in respect of matters as to which he shall be finally
         adjudged in any such action, suit or proceeding to have been guilty of
         gross negligence or willful misconduct in the performance of his duty
         as such member of the Committee, or (b) in respect of any matter in
         which any settlement is effected, to an amount in excess of the amount
         approved by the Company on the advice of its legal counsel; and
         provided further, that no right of indemnification under the provisions
         set forth herein shall be available to or enforceable by any such
         member of the Committee unless, within 60 days after institution of any
         such action, suit or proceeding, he shall have offered the Company, in
         writing, the opportunity to handle and defend same at its own expense.
         The foregoing right of indemnification shall inure to the benefit of
         the heirs, executors or administrators of each such member of the
         Committee and shall be in addition to all other rights to which such
         member of the Committee may be entitled to as a matter of law,
         contract, or otherwise. Nothing in this Section 15, shall be construed
         to limit or otherwise affect any right to indemnification, or payment
         of expense, or any provisions limiting the liability of any officer or
         director of the Company or any member of the Committee, provided by
         law, the Certificate of Incorporation of the Company or otherwise.

16.      EFFECTIVE DATE OF PLAN. The Plan shall become effective and shall be
         deemed to have been adopted on February 23, 1995, if within one year of
         that date either (i) it shall have been approved by the holders of at
         least a majority of the outstanding shares of voting stock of the
         Company or if the provisions of the corporate charter, by-laws or
         applicable state law prescribes a greater degree of stockholder
         approval for this action, the approval by the holders of that
         percentage, at a meeting of stockholders or (ii) the Committee shall
         have received an opinion of legal counsel to the effect that such
         approval is not required (a) by law, (b) by the rules and regulations
         of, or any agreement with, the New York Stock Exchange or (c) in order
         to make available to the optionee with respect to the Option the
         benefits of Rule 16b-3 of the Rules and Regulations under the
         Securities Exchange Act of 1934. No Option shall be granted pursuant to
         the Plan after February 23, 2005.


</TEXT>
</DOCUMENT>
