1995 Directors Plan - UAL Corp.


              UAL CORPORATION 1995 DIRECTORS PLAN
              -----------------------------------
                    as amended June 26, 1997




                       TABLE OF CONTENTS
                       -----------------

                                                            Page No.
                                                            -------
1.   General                                                   1

     1.1  Purpose, History and Effective Date                  1
     1.2  Participation                                        1
     1.3  Administration                                       1
     1.4  Shares Subject to the Plan                           2
     1.5  Compliance with Applicable Laws                      2
     1.6  Director and Shareholder Status                      3
     1.7  Definition of Fair Market Value                      3
     1.8  Source of Payments                                   3
     1.9  Nonassignment                                        3
     1.10 Elections                                            3

2.   Awards                                                    3

     2.1  Formula Stock Awards                                 3
     2.2  Deferred Stock Units                                 4

3.   Receipt of Stock in Lieu of Eligible Cash Fees            4

     3.1  Election to Receive Stock                            4
     3.2  Revocation of Election to Receive Stock              5 
     3.3  Election Pursuant to Retirement Plan Resolutions     5 
     3.4  Equivalent Amount of Stock                           5

4.   Deferral Elections                                        6

     4.1  Deferrals of Fees                                    6
     4.2  Deferral of Stock Awards and Deferred Stock Units    7
     4.3  Crediting and Adjustment of Deferred Amounts         8
     4.4  Payment of Deferred Compensation Account            10
     4.5  Payments in the Event of Death                      11
     4.6  Multiple Distribution Dates                         11

5.   Amendment and Termination                                12


                         UAL CORPORATION
                       1995 DIRECTORS PLAN
                       -------------------

                            SECTION 1
                            ---------

                             General
                             -------

     1.1.  Purpose, History and Effective Date.  UAL Corporation
(the 'Company') maintains the UAL Corporation 1992 Stock Plan for
Outside Directors (the 'Prior Plan') which provides certain
benefits to non-employee directors of the Company.  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 has authorized
a variety of compensation alternatives, including those set forth
in the Prior Plan, that will be available to Outside Directors
under a new plan to be known as the UAL Corporation 1995
Directors Plan (the 'Plan').  The Plan and any and all amendments
thereto shall be 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 shall be effective on July 3, 1995 (the 'Effective
Date').  Upon the Effective Date the Prior Plan shall be
terminated (with prior stock deferrals thereunder being treated
as deferrals under subsection 4.2 of the Plan).

     1.2.  Participation.  Only Outside Directors shall be
eligible to participate in the Plan.  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.

     1.3.  Administration.  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').  Subject
to the limitations of the Plan, the Committee shall have the sole
and complete authority to:

     (a)  interpret the Plan and to adopt, amend and rescind
          administrative guidelines and other rules and
          regulations relating to the Plan;
     
     (b)  correct any defect or omission and to reconcile any
          inconsistency in the Plan or in any payment made
          hereunder; and

     (c)  to make all other determinations and to take all other
          actions necessary or advisable for the implementation
          and administration of the Plan.

The Committee's determinations on matters within its control
shall be conclusive and binding on the Company and all other
persons.  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').

     1.4.  Shares Subject to the Plan.  Shares of stock which may
be distributed under the plan are shares of common stock of the
Company, par value $.01 per share ('Stock').  The shares of Stock
which shall be available for distribution pursuant to the Plan
shall be treasury shares (including, in the discretion of the
Company, shares purchased in the open market).  The number of
shares of Stock to be distributed pursuant to 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.  The number of shares of Stock to be
distributed pursuant to awards of Deferred Stock Units (as
described in subsection 2.2) shall be determined in accordance
with subsection 2.2.  The number of shares of Stock to be
distributed pursuant to Outside Directors' Deferral Elections (as
described in Section 4) shall be determined in accordance with
Section 4.  The number of shares of Stock which are available for
awards under subsection 2.1 shall be 78,800 (1); provided, however,
that:

-----

(1) Reflects adjustment to shares issuable under the Plan after
giving effect to the stock split in the form of a 300% stock
dividend effective as of that date and the issuance of 300 shares
prior to that date.

-----

     (a)  in the event of any merger, consolidation,
          reorganization, recapitalization, spinoff, 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;

     (b)  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

     (c)  no fractional shares shall be granted or authorized
          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.

     1.5.  Compliance with Applicable Laws.  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.  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.  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.

     1.6.  Director and Shareholder Status.  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.  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).

     1.7.  Definition of Fair Market Value.  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.

     1.8.  Source of Payments.  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.

     1.9.  Nonassignment.  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.

    1.10.  Elections.  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, to the
Committee, in care of the Company, at the Company's principal
executive offices.  The Committee may, by advance written notice
to affected persons, revise such notice procedure from time to
time.  Any notice required under the Plan may be waived by the
person entitled thereto.


                           SECTION 2
                           ---------

                             Awards
                             ------

     2.1.  Formula Stock Awards.  As of the first business day of
January each year after the Effective Date each Outside Director
shall be awarded 400 (2) shares of Stock ('Stock Award').

-----

(2) Reflects adjustment to the 100 shares originally authorized
after giving effect to the stock split in the form of a 300%
stock dividend effective as of May 6, 1996.

-----

     2.2.  Deferred Stock Units.

     (a)  As of December 31, 1997, and each December 31st
          thereafter, each person who was an Outside Director at
          any time during the calendar year ended that date shall
          be awarded a fixed number of deferred stock units (each
          such unit representing the right to receive a share of
          Stock at a future date) ('Deferred Stock Units') equal
          to the sum of (i) 139 (i.e., the result obtained by
          dividing $8,500 by the average Fair Market Value of a
          share of Stock for the twenty consecutive trading days
          ending December 31, 1996, and rounding to the nearest
          whole number), and (ii) the result obtained by dividing
          $2,200 by the average Fair Market Value of a share of
          Stock for the twenty consecutive trading days ending
          December 31, 1997, and rounding to the nearest whole
          number.
     
     (b)  Beginning December 31, 1998, and on each December 31
          thereafter, the amount of Deferred Stock Units awarded
          pursuant to the preceding paragraph (a) shall be
          increased by the number of Deferred Stock Units
          determined pursuant to clause (ii) of the preceding
          paragraph (a).
     
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.


                           SECTION 3
                           ---------

         Receipt of Stock in Lieu of Eligible Cash Fees
         ----------------------------------------------

     3.1.  Election to Receive Stock.  Subject to the terms and
conditions of the Plan, including subsection 3.3, each Outside
Director may elect to forego receipt of all or any portion of the
Eligible Cash Fees (as defined below) payable to him or her
during 1995 following the Effective Date (or payable during 1995
prior to the Effective Date and subject to a Deferral Election
made in accordance with Section 4) and during any calendar year
thereafter 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).  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 but, in any event:
     
     (a)  at least six months prior to any date in 1995
          following the Effective Date or, except as provided in
          subsection 3.3 below, subsequent years in which such
          Eligible Cash Fees would otherwise be payable; and

     (b)  prior to January 1, 1995 with respect to any amounts
          payable during 1995 prior to the Effective Date and
          deferred pursuant to a Deferral Election made in
          accordance with Section 4.

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').
     
     3.2.  Revocation of Election to Receive Stock.  Once
effective, an election pursuant to subsection 3.1 to receive
Stock shall remain in effect for successive calendar years until
it is revised or revoked.  Any such revision or revocation shall
be in writing, signed by the Outside Director and filed with the
Committee and shall be effective, as to Eligible Cash Fees
payable for services rendered during the calendar year next
following the date on which it is received by the Committee, or
such later date specified in such notice; provided, however, that
no revision or revocation shall be effective, as to any Eligible
Cash Fees otherwise receivable, prior to six months from the date
it is made.

     3.3.  Election Pursuant to Retirement Plan Resolutions.
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.

     3.4.  Equivalent Amount of Stock.
     
     (a)  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:

          (i)  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);

          DIVIDED BY

         (ii)  (A)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.

     (b)  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.


                           SECTION 4
                           ---------

                       Deferral Elections
                       ------------------

     4.1.  Deferrals of Fees.
           
     (a)  General.  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 a calendar year commencing on or after
          January 1, 1995 (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.  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) otherwise payable to him or her for
          services rendered after the last day of the calendar
          year in which such election is filed with the
          Committee; provided, however, that except as provided
          in subsection 4.1(b):

          (i)  a Deferral Election which is filed within 30 days of 
               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 of the Deferral Election; and

         (ii)  by notice filed with the Committee in accordance
               with uniform and nondiscriminatory rules
               established by it, a director may terminate or
               modify any Deferral Election as to Eligible Cash
               Fees payable for services rendered after the last
               day of the calendar year in which such 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 one year prior
               thereto.

Notwithstanding the provisions of paragraph (ii) next above, 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 one year prior thereto.

     (b)  Deferral of Eligible Cash Fees Credited Pursuant to
Retirement Plan Resolutions and Section 2.2.

          A Deferral Election shall be deemed to have been made
          and 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) Section 2.2, the deferral of which is
          mandatory.  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 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.  In no event shall the Distribution Date pursuant
          to this subsection 4.1(b) be different from the Distribution Date
          for Deferred Stock Units pursuant to subsection 4.2.

     4.2.  Deferral of Stock Awards and Deferred Stock Units.
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.  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 after the last day of the
calendar year in which such election is filed with the Committee;
provided, however, that 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 after the last
day of the calendar year in which such notice is filed with the
Committee.  No modification may be made to the Distribution Date
unless the Outside Director shall file such notice with the
Committee at least one year prior thereto.  Notwithstanding the
provisions of this section, 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 one year prior
thereto.  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 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.  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.

     4.3.  Crediting and Adjustment of Deferred Amounts.  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.'  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.  Any other Deferred Compensation shall be credited to
his or her Cash Subaccount.  An Outside Director's Deferred
Compensation Account shall be adjusted as follows:

     (a)  As of the first day of February, May, August and
          November, and as of July 3, 1995 (each such date
          referred to herein as an 'Accounting Date'), the
          Outside Director's Cash Subaccount shall be adjusted as
          follows:

          (i)  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;

         (ii)  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 The Wall
               Street Journal 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;
          
        (iii)  next, on the Accounting Date occurring on July 3,
               1995, 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 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 July 3, 1995); and
          
         (iv)  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.
          
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.

     (b)  The Outside Director's Company Stock Subaccount shall
          be adjusted as follows:

          (i)  as of the 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 Effective Date;
          
         (ii)  as of any date on or after the 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;
          
        (iii)  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;
          
         (iv)  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;
          
          (v)  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
          
         (vi)  as of the record date for any 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.

In the event of any merger, consolidation, reorganization, 
recapitalization, spinoff, stock split, reverse stock split, 
rights offering, exchange or other change in the corporate 
structure or capitalization of 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.

     4.4.  Payment of Deferred Compensation Account.  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.  Notwithstanding
the foregoing, an Outside Director may elect, by filing a notice
with the Committee at least one year 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.  Each such
payment shall include a cash portion, if applicable, and a Stock
portion, if applicable, as follows:

     (a)  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.

     (b)  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.
          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.

Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all balances in any Deferred
Compensation Account to an Outside Director (or former Outside
Director) in a lump sum as of any date.  Notwithstanding the
foregoing, the Committee, in its sole discretion, may distribute
all of an Outside Director's Company Stock Subaccount to such
Outside Director (or former Outside Director) in a lump sum as of
any date or, if requested by an Outside Director who has elected
to receive a lump sum, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to
an Outside Director (or former Outside Director) in installments
satisfying this subsection 4.4 as requested by the Outside
Director (or former Outside Director).

     4.5.  Payments in the Event of Death.  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.  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.  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.  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.  A Beneficiary designation shall
be effective when filed with the Committee in accordance with the
preceding sentence.  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).  In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director,
the Beneficiary shall be the Outside Director's estate.

     4.6.  Multiple Distribution Dates.  If, as a result of the
applicable proviso to the penultimate sentence of subsection
4.1(b) or 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.  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:

     (a)  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

     (b)  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.


                           SECTION 5
                           ---------

                   Amendment and Termination
                   -------------------------

     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:

     (a)  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;

     (b)  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

     (c)  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.