Non-Employee Director Deferred Stock and Deferred Compensation Plan - Aetna Inc.


                              AETNA INC.
                NON-EMPLOYEE DIRECTOR DEFERRED STOCK
                    AND DEFERRED COMPENSATION PLAN

SECTION 1.   ESTABLISHMENT OF PLAN; PURPOSE.

     The Plan is hereby established to permit Eligible Directors 
of the Company, in recognition of their contributions to the 
Company, to receive Shares in the manner described below.  The 
Plan is intended to enable the Company to attract, retain and 
motivate qualified Directors and to enhance the long-term 
mutuality of interest between Directors and stockholders of the 
Company.

SECTION 2.   DEFINITIONS.

     When used in this Plan, the following terms shall have the 
definitions set forth in this Section:

     'Accounts' shall mean an Eligible Director's Stock Unit 
Account and Interest Account, as described in Section 8.

     'Affiliate' shall mean an entity at least a majority of the 
total voting power of the then-outstanding voting securities of 
which is held, directly or indirectly, by the Company and/or one 
or more other Affiliates.

     'Board of Directors' shall mean the Board of Directors of the 
Company.

     'Committee' shall mean the Nominating and Corporate 
Governance Committee of the Board of Directors or such other 
committee of the Board as the Board shall designate from time to 
time.

     'Company' shall mean Aetna Inc.

     'Compensation' shall mean the annual retainer fees earned by 
an Eligible Director for service as a Director, the annual 
retainer fee, if any, earned by an Eligible Director for service 
as a member of a committee of the Board of Directors; and any fees 
earned by an Eligible Director for attendance at meetings of the 
Board of Directors and any of its committees.

     'Director' shall mean any member of the Board of Directors, 
whether or not such member is an Eligible Director.

     'Disability' shall mean an illness or injury that lasts at 
least six months, is expected to be permanent and renders a 
Director unable to carry out his/her duties.

     'Effective Date' shall mean the date, if any, on which the 
Plan is approved by the shareholders of Aetna Life and Casualty 
Company and U.S. Healthcare, Inc. and the transactions 
contemplated by the Merger Agreement are consummated.

     'Eligible Director' shall mean a member of the Board of 
Directors who is not an employee of the Company.

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



     'Fair Market Value' shall mean on any date, with respect to a 
Share of Common Stock, the closing price of a Share of Common 
Stock as reported by the Consolidated Tape of New York Stock 
Exchange Listed Shares on the next preceding date on which there 
was such a trade.

     'Government Service' shall mean the appointment or election 
of the Eligible Director to a position with the federal, state or 
local government or any political subdivision, agency or 
instrumentality thereof.

     'Grant' shall mean a grant of Units under Section 5.

     'Interest Account' shall mean the bookkeeping account 
established to record the interests of an Eligible Director with 
respect to deferred Compensation that is not deemed invested in 
Units.

     'Merger Agreement' shall mean the Agreement and Plan of 
Merger, dated as of March 30, 1996, among Aetna Life and Casualty 
Company, U.S. Healthcare, Inc., the Company, Antelope Sub, Inc. 
and New Merger Corporation, as amended by Amendment No. 1 thereto 
dated as of May 30, 1996.

     'Prior Plan' shall mean the Aetna Life and Casualty Company 
Non-Employee Director Deferred Stock and Deferred Compensation 
Plan.

     'Retirement' shall mean termination of service as a Director 
on account of the Company's mandatory Director retirement policy 
as may be in effect on the date of such termination of service.

     'Shares' shall mean shares of Stock.

     'Stock' shall mean the Common Stock, $.01 par value, of the 
Company.

     'Stock Unit Account' shall mean, with respect to an Eligible 
Director who has elected to have deferred amounts deemed invested 
in Units, a bookkeeping account established to record such 
Eligible Director's interest under the Plan related to such Units.

     'Subsidiary' shall mean any entity of which the Company 
possesses directly or indirectly fifty percent (50%) or more of 
the total combined voting power of all classes of stock of such 
entity.

     'Unit' shall mean a contractual obligation of the Company to 
deliver a Share or pay cash based on the Fair Market Value of a 
Share to an Eligible Director or the beneficiary or estate of such 
Eligible Director as provided herein.

     'Year of Service as a Director' shall mean a period of 12 
months of service as a Director, measured from the effective date 
of a Grant.

SECTION 3.   ADMINISTRATION.

     The Plan shall be administered such that awards under the 
Plan shall be deemed to be exempt under
Rule 16b-3 of the Securities and Exchange Commission under the 
Exchange Act ('Rule 16b-3'), as such Rule is in effect on the 
Effective Date of the Plan and as it may be subsequently amended 
from time to time.



SECTION 4.   SHARES AUTHORIZED FOR ISSUANCE.

     4.1.  Maximum Number of Shares.  The aggregate number of 
Shares with respect to which Grants may be made to Eligible 
Directors under the Plan shall not exceed 99,600 Shares, subject 
to adjustment as provided in Section 4.2 below.  If any Unit is 
settled in cash or is forfeited without a distribution of Shares, 
the Shares otherwise subject to such Unit shall again be available 
for Grants hereunder.

     4.2.  Adjustment for Corporate Transactions.  In the event 
that any stock dividend, extraordinary cash dividend, 
recapitalization, reorganization, merger, consolidation, split-up, 
spin-off, combination, exchange of shares, warrants or rights 
offering to purchase Stock at a price substantially below Fair 
Market Value, or other similar event affects the Stock such that 
an adjustment is required to preserve, or to prevent enlargement 
of, the benefits or potential benefits made available under the 
Plan, then the Board of Directors shall adjust the number and kind 
of shares which thereafter may be awarded under the Plan and the 
number of Units that have been, or may be, granted under the Plan.

SECTION 5.   UNIT GRANTS.

     5.1.  Unit Awards.  Each Eligible Director (other than any 
Eligible Director who has received an award under the Prior Plan) 
who is first elected or appointed to the Board of Directors on or 
after the Effective Date of the Plan shall be awarded 1,500 Units 
on such date (or such other number of Units as the Board shall 
determine).  In addition, on the date of each Annual Meeting of 
Shareholders of the Company occurring after 1996 and during the 
term of the Plan an eligible Director serving as a Director on 
such date shall be awarded 350 Units (or such other number of 
Units as the Board shall determine).

     5.2.  Delivery of Shares.  Subject to satisfaction of the 
applicable vesting requirements set forth in Section 6 and except 
as otherwise provided in Section 7, all Shares that are subject to 
any Units shall be delivered to an Eligible Director and 
transferred on the books of the Company on the date which is the 
first business day of the month immediately following the 
termination of such Eligible Director's service as a Director.  
Notwithstanding the foregoing, an Eligible Director may elect that 
all or a portion of his or her Units shall be payable in cash as 
soon as practicable following the first business day of the month 
immediately following the termination of such Eligible Director's 
service as a Director.  Any fractional Shares to be delivered in 
respect of Units shall be settled in cash based upon the Fair 
Market Value on the date any whole Shares are transferred on the 
books of the Company to the Eligible Director or the Eligible 
Director's beneficiary.  The amount of any cash payment shall be 
determined by multiplying the number of Units and the number of 
Units subject to a cash payment election by the Fair Market Value 
on the first business day of such month.  Upon the delivery of a 
Share (or cash with respect to a whole or fractional Share) 
pursuant to the Plan, the corresponding Unit (or fraction thereof) 
shall be canceled and be of no further force or effect.

     5.3.  Nontransferability.  Units may not be assigned or 
transferred, in whole or in part, either directly or by operation 
of law (except in the event of an Eligible Director's death by 
will or applicable laws of descent and distribution), including, 
but not by way of limitation, by execution, levy, garnishment, 
attachment, pledge, bankruptcy or in any other manner, and no such 
right or interest of any Eligible Director in the Plan shall be 
subject to any obligation or liability of such Eligible Director.



     5.4.  Dividend Equivalents.  An Eligible Director shall have 
no rights as a shareholder of the Company with respect to any 
Units until Shares are delivered to the Director pursuant to this 
Section 5 hereof; provided that, each Eligible Director shall have 
the right to receive an amount equal to the dividend per Share for 
the applicable dividend payment date (which, in the case of any 
dividend distributable in property other than Shares, shall be the 
per Share value of such dividend, as determined by the Company for 
purposes of income tax reporting) times the number of Units held 
by such Eligible Director on the record date for the payment of 
such dividend (a 'Dividend Equivalent').  Each Eligible Director 
may elect, prior to any calendar year, whether the Dividend 
Equivalent is (i) payable in cash, on or as soon as practicable 
after each date on which dividends are paid to shareholders with 
respect to Shares; (ii) treated as reinvested in an additional 
number of Units determined by dividing (A) the cash amount of any 
such dividend by (B) the Fair Market Value on the related dividend 
payment date; or (iii) deferred and credited to the Eligible 
Director's Interest Account pursuant to Section 8.4.

SECTION 6.   VESTING.

     6.1.  Service Requirements.  Except as otherwise provided in 
this Section 6 or Section 7, an Eligible Director shall vest in 
his or her Units as provided in this Section 6.1.  If an Eligible 
Director terminates service prior to the completion of three Years 
of Service as a Director, the number of Shares to be delivered to 
such Eligible Director in respect of Units granted upon his or her 
election to the Board shall equal the amount obtained by 
multiplying 1,500 by a fraction, the numerator of which is the 
number of full months of service completed by such Director from 
the applicable date of Grant and the denominator of which is 36.  
If an Eligible Director terminates service prior to the completion 
of three Years of Service as a Director, the number of Shares to 
be delivered to such Eligible Director in respect of any annual 
Grant of Units made prior to 1996 shall equal the amount obtained 
by multiplying 200 by a fraction, the numerator of which is the 
number of full months of service completed by such Director from 
the applicable date of Grant and the denominator of which is 36.  
If an Eligible Director terminates service prior to the completion 
of one Year of Service as a Director from the date of Grant with 
respect to any annual grant of Units made after 1995, the number 
of Shares to be delivered to such Eligible Director in respect of 
such Grant shall equal the amount obtained by multiplying 350 by a 
fraction, the numerator of which is the number of full months of 
service completed by such Director from the applicable date of 
Grant and the denominator of which is 12.  Notwithstanding the 
foregoing, and except as provided in Section 6.2, if the Eligible 
Director terminates service by reason of his/her death, 
Disability, Retirement, or acceptance of a position in Government 
Service prior to the completion of the period of service required 
to be performed to fully vest in any Grant, all Shares that are 
the subject of such Grant (or, if elected by the Eligible 
Director, the value thereof in cash) shall be delivered to such 
Eligible Director (or the Eligible Director's beneficiary or 
estate).

     6.2.  Six Months' Minimum Service.  If an Eligible Director 
has completed less than six consecutive months of service as a 
Director, all Units held by such Eligible Director shall be 
immediately forfeited.  If an Eligible Director has completed less 
than six consecutive months of service from any date on which any 
annual Grant of Units is made, all Units held by such Eligible 
Director that relate to such annual Grant shall be immediately 
forfeited; provided, however, that this sentence shall not apply 
to any annual Grant of Units made prior to 1996.



     6.3.  Distribution on Death.  Except as provided in Section 
6.2, in the event of the death of an Eligible Director, the Shares 
corresponding to such Units or, at the election of the Eligible 
Director's beneficiary or estate, the value thereof in cash shall 
be delivered to the beneficiary designated by the Eligible 
Director on a form provided by the Company, or, in the absence of 
such designation, to the Eligible Director's estate.

SECTION 7.   CHANGE IN CONTROL.

     7.1.  Immediate Vesting.  Upon the occurrence of a Change in 
Control, each Eligible Director's right and interest in Units 
which have not previously vested under Section 6 shall become 
vested and nonforfeitable regardless of the period of the Eligible 
Director's service since the date such Units were granted.

     7.2.  Cash Settlement.  Upon the occurrence of a Change in 
Control, in lieu of delivering Shares with respect to the Units 
then held by an Eligible Director, the Company shall pay such 
Eligible Director, not later than 60 days after the Change in 
Control occurs, cash in an aggregate amount equal to the product 
of (i) the number of Shares that are subject to all Units credited 
to such Eligible Director at the time of the Change in Control 
multiplied by (ii) the Fair Market Value on the date of the Change 
in Control.

     7.3.  Definition.  'Change in Control' shall mean the 
occurrence of any of the following events:

      (i)  When any 'person' as defined in Section 3(a)(9) of the 
Securities Exchange Act of 1934, as amended (the 'Exchange Act') 
and as used in Sections 13(d) and 14(d) thereof, including a 
'group' as defined in Section 13(d) of the Exchange Act but 
excluding the Company and any Subsidiary thereof and any employee 
benefit plan sponsored or maintained by the Company or any 
Subsidiary (including any trustee of such plan acting as trustee), 
directly or indirectly, becomes the 'beneficial owner' (as defined 
in Rule 13d-3 under the Exchange Act, as amended from time to 
time), of securities of the Company representing 20 percent or 
more of the combined voting power of the Company's then 
outstanding securities;

      (ii)  When, during any period of 24 consecutive months the 
individuals who, at the beginning of such period, constitute the 
Board (the 'Incumbent Directors') cease for any reason other than 
death to constitute at least a majority thereof, provided that a 
Director who was not a Director at the beginning of such 24-month 
period shall be deemed to have satisfied such 24-month requirement 
(and be an Incumbent Director) if such Director was elected by, or 
on the recommendation of or with the approval of, at least two-
thirds of the Directors who then qualified as Incumbent Directors 
either actually (because they were directors at the beginning of 
such 24-month period) or by prior operation of this Paragraph 
(ii); or

      (iii)  The occurrence of a transaction requiring stockholder 
approval for the acquisition of the Company by an entity other 
than the Company or a Subsidiary through purchase of assets, or by 
merger, or otherwise.



SECTION 8.   DEFERRED COMPENSATION PROGRAM.

     8.1.  Election to Defer.  On or before December 31 of any 
calendar year, an Eligible Director may elect to defer receipt of 
all or any part of any Compensation payable in respect of the 
calendar year following the year in which such election is made, 
and to have such amounts credited, in whole or in part, to a Stock 
Unit Account or an Interest Account.  Any person who shall become 
an Eligible Director during any calendar year may elect, not later 
than the 30th day after his or her term as a Director begins, to 
defer payment of all or any part of his or her Compensation 
payable for the portion of such calendar year following such 
election.

     8.2.  Method of Election.  A deferral election shall be made 
by written notice filed with the Corporate Secretary of the 
Company.  Such election shall continue in effect (including with 
respect to Compensation payable for subsequent calendar years) 
unless and until the Eligible Director revokes or modifies such 
election by written notice filed with the Corporate Secretary of 
the Company.  Any such revocation or modification of a deferral 
election shall become effective as of the end of the calendar year 
in which such notice is given and only with respect to 
Compensation payable for services rendered thereafter; provided, 
however, that it shall in no event become effective if the 
modification would cause liability under Section 16(b) of the 
Exchange Act.  Amounts credited to the Eligible Director's Stock 
Unit Account prior to the effective date of any such revocation or 
modification of a deferral election shall not be affected by such 
revocation or modification and shall be distributed only in 
accordance with the otherwise applicable terms of the Plan.  An 
Eligible Director who has revoked an election to participate in 
the Plan may file a new election to defer Compensation payable for 
services to be rendered in the calendar year following the year in 
which such election is filed.

     8.3.  Investment Election.  At the time an Eligible Director 
elects to defer receipt of Compensation pursuant to Section 8.1, 
the Eligible Director shall designate in writing the portion of 
such Compensation, stated as a whole percentage, to be credited to 
the Interest Account (or such other account as may be established 
from time to time by the Committee) and the portion to be credited 
to the Stock Unit Account.  If an Eligible Director fails to 
notify the Corporate Secretary as to how to allocate any 
Compensation between the Accounts, 100% of such Compensation shall 
be credited to the Interest Account.  By written notice to the 
Corporate Secretary of the Company, an Eligible Director may 
change the manner in which the Compensation payable with respect 
to services rendered after the end of such calendar year are 
allocated among the Accounts, provided that any such election 
shall not be effective if the change would cause liability under 
Section 16(b) of the Exchange Act.

     8.4.  Dividend Equivalents.  In addition to the deferral of 
Compensation permitted under Section 8.1, an Eligible Director may 
elect, in the manner and at the time described in Section 5.4, to 
have Dividend Equivalents payable in respect of his or her Units 
credited to his or her Interest Account in the manner and at the 
time described in such Section 5.4.

     8.5.  Interest Account.  Any Compensation allocated to the 
Interest Account shall be credited to the Interest Account as of 
the date such Fees would have been paid to the Eligible Director.  
Any amounts credited to the Interest Account shall be credited 
with interest at the same rate and in the manner in which interest 
is credited under the Fixed 



Investment Fund (or, if such fund no longer exists, the fund with 
the investment criteria most clearly comparable to that of such 
Fund) under the Aetna Inc. Incentive Savings Plan (or any 
successor thereto).

     8.6.  Stock Unit Account.  Any Compensation allocated to the 
Stock Unit Account shall be deemed to be invested in a number of 
Units equal to the quotient of (i) such Compensation divided by 
(ii) the Fair Market Value on the date the Fees then being 
allocated to the Stock Unit Account would otherwise have been 
paid.  Fractional Units shall be credited, but shall be rounded to 
the nearest hundredth percentile, with amounts equal to or greater 
than .005 rounded up and amounts less than .005 rounded down.  
Whenever a dividend other than a dividend payable in the form of 
Shares is declared with respect to the Shares, the number of Units 
in the Eligible Director's Stock Unit Account shall be increased 
by the number of Units determined by dividing (i) the product of 
(A) the number of Units in the Eligible Director's Stock Unit 
Account on the related dividend record date, and (B) the amount of 
any cash dividend declared by the Company on a Share (or, in the 
case of any dividend distributable in property other than Shares, 
the per share value of such dividend, as determined by the Company 
for purposes of income tax reporting), by (ii) the Fair Market 
Value on the related dividend payment date.  In the case of any 
dividend declared on Shares which is payable in Shares, the 
Eligible Director's Stock Unit Account shall be increased by the 
number of Units equal to the product of (i) the number of Units 
credited to the Eligible Director's Stock Unit Account on the 
related dividend record date, and (ii) the number of Shares 
(including any fraction thereof) distributable as a dividend on a 
Share.  In the event of any stock split, stock dividend, 
recapitalization, reorganization or other corporate transaction 
affecting the capital structure of the Company, the Committee 
shall make such adjustments to the number of Units credited to 
each Eligible Director's Stock Unit Account as the Committee shall 
deem necessary or appropriate to prevent the dilution or 
enlargement of such Eligible Director's rights.

     8.7.  Distribution Election.  At the time an Eligible 
Director makes a deferral election pursuant to Section 8.1, the 
Eligible Director shall also file with the Corporate Secretary of 
the Company a written election (a 'Distribution Election') with 
respect to whether: 

      (i)  the aggregate amount, if any, credited to the Interest 
Account at any time and the value of any Units credited to the 
Stock Unit Account shall be distributed in cash, in Shares or in a 
combination thereof at the election of the Director;

      (ii)  such distribution shall commence as soon as 
practicable following the first business day of the calendar month 
following the date the Eligible Director ceases to be a Director 
or on the first business day of any calendar year following the 
calendar year in which the Eligible Director ceases to be a 
Director, and

      (iii)  such distribution shall be in one lump sum payment or 
in such number of annual installments (not to exceed ten) as the 
Eligible Director may designate.



     The amount of any installment payment shall be determined by 
multiplying the amount credited to the Accounts of an Eligible 
Director immediately prior to the distribution by a fraction, the 
numerator of which is one and the denominator of which is the 
number of installments (including the current installment) 
remaining to be paid.  An Eligible Director may at any time, and 
from time to time, change any Distribution Election applicable to 
his or her Accounts, provided that no election to change the 
timing of any final distribution shall be effective unless it is 
made in writing and received by the Corporate Secretary of the 
Company at least one full calendar year prior to the time at which 
the Eligible Director ceases to be a director.

     8.8.  Financial Hardship Withdrawal.  Any Eligible Director 
may, after submission of a written request to the Corporate 
Secretary of the Company and such written evidence of the Eligible 
Director's financial condition as the Committee may reasonably 
request, withdraw from his Interest Account up to such amount as 
the Committee shall determine to be necessary to alleviate the 
Eligible Director's financial hardship.

     8.9.  Timing and Form of Distributions.  Any distribution to 
be made hereunder, whether in the form of a lump sum payment or 
installments, following the termination of an Eligible Director's 
service as a Director shall commence in accordance with the 
Distribution Election made by the Eligible Director pursuant to 
Section 8.7. If an Eligible Director fails to specify a form of 
payment for a distribution in accordance with Section 8.7, the 
distribution from the Interest Account shall be made in cash and 
the distribution from the Stock Unit Account shall be made in 
Shares.  If an Eligible Director fails to specify in accordance 
with Section 8.7 a commencement date for a distribution or whether 
such distribution shall be made in a lump sum payment or a number 
of installments, such distribution shall be made in a lump sum 
payment and commence on the first business day of the month 
immediately following the date on which the Eligible Director 
ceases to be a Director.  In the case of any distribution being 
made in annual installments, each installment after the first 
installment shall be paid on the first business day of each 
subsequent calendar year, or as soon as practical thereafter, 
until the entire amount subject to such Distribution Election 
shall have been paid.

     8.10.  Effect on Prior Plan.  Subject to the approval of the 
Company's shareholders and the shareholders of Aetna Life and 
Casualty Company and U.S. Healthcare, Inc., upon the consummation 
of the transactions contemplated by the Merger Agreement, the 
amounts standing to the credit of each Eligible Director under the 
Prior Plan shall be transferred to the Plan and credited to the 
Eligible Director's Interest and/or Stock Unit Accounts, as 
applicable.  Any elections in effect under such Prior Plan shall 
be deemed to be an election made pursuant to and in accordance 
with the terms of this Section 8 unless and until the Eligible 
Director elects to change such elections in accordance with the 
provisions of this Section 8.



SECTION 9.   UNFUNDED STATUS.

     The Company shall be under no obligation to establish a fund 
or reserve in order to pay the benefits under the Plan.  A Unit 
represents a contractual obligation of the Company to deliver 
Shares or pay cash to a Director as provided herein.  The Company 
has not segregated or earmarked any Shares or any of the Company's 
assets for the benefit of a Director or his/her beneficiary or 
estate, and the Plan does not, and shall not be construed to, 
require the Company to do so.  The Director and his/her 
beneficiary or estate shall have only an unsecured, contractual 
right against the Company with respect to any Units granted or 
amounts credited to a Director's Accounts hereunder, and such 
right shall not be deemed superior to the right of any other 
creditor.  Units shall not be deemed to constitute options or 
rights to purchase Stock.

SECTION 10.   AMENDMENT AND TERMINATION.

     The Plan may be amended at any time by the Board of 
Directors, provided that, except as provided in Section 4.2, the 
Board of Directors may not, without approval of the shareholders 
of the Company: (i) modify the number of Shares with respect to 
which Units may be awarded under the Plan; (ii) modify the vesting 
requirements established under Section 6 or Section 7; or (iii) 
otherwise change the times at which, or the period within which, 
Shares may be delivered under the Plan.  The Plan shall terminate 
on April 30, 2001, except with respect to previously awarded 
Grants and amounts credited to the Accounts of Directors.  
Notwithstanding the foregoing, no termination of the Plan shall 
materially and adversely affect any rights of any Director under 
any Grant made pursuant to the Plan.  Unless the Board otherwise 
specifies at the time of such termination, a termination of the 
Plan will not result in the distribution of the amounts credited 
to an Eligible Director's Accounts.

SECTION 11.   GENERAL PROVISIONS.

     11.1.  No Right to Serve as a Director.  This Plan shall not 
impose any obligations on the Company to retain any Eligible 
Director as a Director nor shall it impose any obligation on the 
part of any Eligible Director to remain as a Director of the 
Company.

     11.2.  Construction of the Plan.  The validity, construction, 
interpretation, administration and effect of the Plan, and the 
rights relating to the Plan, shall be determined solely in 
accordance with the laws of the State of Connecticut.

     11.3.  No Right to Particular Assets.  Nothing contained in 
this Plan and no action taken pursuant to this Plan shall create 
or be construed to create a trust of any kind or any fiduciary 
relationship between the Company and any Eligible Director, the 
executor, administrator or other personal representative or 
designated beneficiary of such Eligible Director, or any other 
persons.  Any reserves that may be established by the Company in 
connection with Units granted under this Plan shall continue to be 
treated as the assets of the Company for federal income tax 
purposes and remain subject to the claims of the Company's 
creditors.  To the extent that any Eligible Director or the 
executor, administrator, or other personal representative of such 
Eligible Director, acquires a right to receive any payment from 
the Company pursuant to this Plan, such right shall be no greater 
than the right of an unsecured general creditor of the Company.



     11.4.  Listing of Shares and Related Matters.  If at any time 
the Board of Directors shall determine in its discretion that the 
listing, registration or qualification of the Shares covered by 
this Plan upon any national securities exchange or under any state 
or federal law, or the consent or approval of any governmental 
regulatory body, is necessary or desirable as a condition of, or 
in connection with, the delivery of Shares under this Plan, no 
Shares will be delivered unless and until such listing, 
registration, qualification, consent or approval shall have been 
effected or obtained, or otherwise provided for, free of any 
conditions not acceptable to the Board of Directors.

     11.5.  Severability of Provisions.  If any provision of this 
Plan shall be held invalid or unenforceable, such invalidity or 
unenforceability shall not affect any other provisions hereof, and 
this Plan shall be construed and enforced as if such provision had 
not been included.

     11.6.  Incapacity.  Any benefit payable to or for the benefit 
of a minor, an incompetent person or other person incapable of 
receipting therefor shall be deemed paid when paid to such 
person's guardian or to the party providing or reasonably 
appearing to provide for the care of such person, and such payment 
shall fully discharge any liability or obligation of the Board of 
Directors, the Company and all other parties with respect thereto.

     11.7.  Headings and Captions.  The headings and captions 
herein are provided for reference and convenience only, shall not 
be considered part of this Plan, and shall not be employed in the 
construction of this Plan.