<PAGE>   1
                                                                   EXHIBIT 10.18

                              PAGING NETWORK, INC.

                         1992 DIRECTOR COMPENSATION PLAN
                    (AS AMENDED AND RESTATED APRIL 22, 1998)

         1. PURPOSE. The purpose of this Plan is to advance the interests of
PAGING NETWORK, INC. (the "Company") by providing an opportunity for
non-employee directors of the Company to purchase Common Stock of the Company
through the exercise of options granted under the Plan and, on an elective
basis, to (i) receive grants of options on shares or shares in lieu of directors
fees, and (ii) defer receipt of director fees until a date, and in a manner,
determined by each director.

         2. EFFECTIVE DATE. This 1992 Stock Option Plan for Directors (the
"Plan") became effective on May 21, 1992 (the "Effective Date"), the date it was
adopted by the Board of Directors of the Company (the "Board") and approved by
the stockholders of the Company. The Plan was amended and restated by the Board
on January 9, 1997, subject to stockholder approval, which was given on May 22,
1997, and was further amended by the Board on December 10, 1997 and April 22,
1998.

         3. STOCK SUBJECT TO THE PLAN. Awards of Common Stock and options to
purchase shares of the $.01 par value common stock of the Company ("Common
Stock") may be granted under the Plan. At no time shall the number of shares of
Common Stock then outstanding which are attributable to the grant of shares
under the Plan or the exercise of options granted under the Plan plus the number
of shares then issuable upon exercise of outstanding options granted under the
Plan exceed 750,000 shares, subject, however, to the adjustment provisions of
Paragraph 9 of the Plan. Any shares subject to an option which for any reason
expires or is terminated unexercised as to such shares may again be the subject
of an option under the Plan. The shares delivered under the Plan may, in whole
or in part, be either authorized but unissued shares or issued shares reacquired
by the Company.

         4. OPTIONS.

                (a) Nonelective Grants.

                    (i) Initial Election. On the day of a person's initial
            election as a director, each eligible director who is not an
            employee of the Company shall receive an option to purchase 45,000
            shares of Common Stock.

                    (ii) Subsequent Grants. On the day immediately following the
            date on which an eligible director's most recently granted option
            under this Plan (other than as an Elective Grant, defined in
            subsection (b) below) has become exercisable in full, such director
            shall receive a further option to purchase 45,000 shares of Common
            Stock.




<PAGE>   2
                (b)    Elective Grants.

                    (i) Grant & Conditions Thereto. Subject to the following
            qualifications, any eligible director shall receive a grant under
            the Plan of either (x) that whole number of shares of Common Stock
            having a fair market value equal to or most nearly approaching the
            amount of the director's annual retainer and meeting fees, as the
            case may be, as and when otherwise payable in cash or (y) an option,
            granted on the second Monday of January beginning in January, 1997,
            to purchase that whole number of shares of Common Stock resulting in
            an option having a value, determined under the method and
            assumptions for valuing options most recently employed for purposes
            of the Company's annual proxy statement to stockholders, equal to or
            most nearly approaching the amount of the director's annual retainer
            fee for the year and the meetings fees payable to the director
            assuming his attendance at each of the Board meetings, and meetings
            of committees of the Board of which he is a member, for the coming
            year. Grants of shares or options pursuant to this Section 4(b) are
            here referred to as "Elective Grants."

                    (ii) Election Procedures. To receive an Elective Grant with
            respect to any calendar year's retainer and meetings fees, a
            director must elect in writing to receive shares or options in lieu
            of the Company's payment in cash of the directors' annual retainer
            and meeting fees for such year. Any such election shall be made by
            written notice to the Company to forego any cash payment of the
            retainer and meeting fees taken into consideration in determining
            the number of shares subject to such Grant, such notice to be given
            prior to the beginning of that calendar year (or on or prior to May
            22, 1997, in the case of Elective Grants to otherwise be made in
            respect of 1997). Such election shall not affect his or her right to
            cash compensation in accordance with the Company's director
            compensation policies as in effect from time to time for any number
            of Board or committee meetings attended in a calendar year in excess
            of the number taken into account in determining the number of shares
            subject to an Elective Grant in option form made to the director in
            January of that year. Such election shall specify whether the
            director wishes to receive an Elective Grant of shares, or of
            options, as provided above. Combinations of shares and options for
            the same calendar year are not permitted. Each such election shall
            be irrevocable as to a calendar year once that year begins, except
            that in the event the stockholders should fail to approve this
            amended and restated Plan, all such elections shall be immediately
            revoked and the director promptly paid in cash any fees theretofore
            withheld pursuant to such election. Any such election may be of
            continuing effect, i.e., to carry over from year to year, until
            revoked as to a year or years subsequent to the year in which
            revoked.

                (c) Effect of Lack of Shares. In the event that on any date on
which shares or options are to be granted hereunder, there is not a sufficient
number of shares available to implement fully the grants then to be made, then
each such director entitled




                                       2
<PAGE>   3



to a grant at such time shall receive a pro rata portion of the grant
contemplated by the preceding provisions. In addition, if the grants which are
to be made but cannot be fully implemented are Elective Grants, then the
director's agreement to forego fees shall be deemed automatically revoked to the
same extent.

         5. ADMINISTRATION. The Plan shall be administered by the Stock
Option/Compensation Committee of the Board (the "Committee"). The members of the
Committee shall be elected by the Board, which shall have the discretion to
remove any member of the Committee for any reason. Subject to the provisions of
the Plan, the Committee shall have full power to construe and interpret the Plan
and to establish, amend and rescind rules and regulations for its
administration. Any decisions made with respect thereto shall be final and
binding on the Company, any director receiving grants hereunder and all other
persons.

         6. DURATION OF THE PLAN. This Plan shall terminate on January 20, 2002
unless terminated earlier pursuant to Paragraph 10, and no options or shares may
be granted thereafter.

         7. ELIGIBILITY. Any person who is a director of the Company and who is
not an employee of the Company and who has not been an employee of the Company
during the 24 months preceding the date of grant is eligible to have an option
granted to him or her and to elect to receive Elective Grants.

         8. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan
shall be evidenced by stock option agreements in such form and containing such
terms and conditions as the Committee shall determine; provided, however, that
such agreements shall evidence among their terms and conditions the following:

            (a) Price. The purchase price per share of Common Stock payable upon
the exercise of each option granted hereunder shall be 100% of the fair market
value of the stock on the day the option is granted or, in the event there is no
fair market value available on the day the option is granted, on the date next
following the day the option is granted for which a fair market value is
available.

            (b) Number of Shares. Each option agreement shall specify the number
of shares to which it pertains.

            (c) Exercise of Options. In general, each option grant shall be
exercisable for the full amount or for any part thereof and at such intervals or
in such installments as the Committee may determine at the time it grants such
option; provided, however, that no option shall be exercisable with respect to
any shares later than ten years after the date of the grant of such option.
However, Elective Grants of options shall become exercisable as to one-twelfth,
two-twelfths, and so on, of the number of shares covered by each such Grant (or
the nearest lower number of whole shares, if less) on the last day of the first
through twelfth calendar months to end subsequent to the date such Grant was
made (including the January in which such grant was made). Notwithstanding





                                       3
<PAGE>   4


the foregoing, no option grant pursuant to this amended and restated Plan,
Elective Grant or otherwise, may be exercised until the shareholders of the
Company shall have approved this amended and restated Plan.

            (d) Notice of Exercise and Payment. An option shall be exercisable
only by delivery of a written notice to the Company's Treasurer or any other
officer of the Company designated by the Committee to accept such notices on its
behalf, specifying the number of shares for which it is exercised. If shares to
be purchased are not at that time effectively registered under the Securities
Act of 1933, as amended, the optionee shall include with such notice a letter,
in form and substance satisfactory to the Company, confirming that the shares
are being purchased for the optionee's own account for investment and not with a
view to distribution and acknowledging the consequences for resale of absence of
registration. Payment shall be made in full at the time the option is exercised.
Payment shall be made by (i) check, (ii) if permitted by the Committee and
stated in the option agreement, by delivery and assignment to the Company of
shares of Common Stock having a value equal to the option price, (iii) if
permitted by the Committee, by delivery of a written notice stating that a
market sell order has been placed with a broker with respect to shares of Common
Stock issuable upon exercise of the option and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate exercise price of the option or the portion
thereof so exercised, or (iv) by a combination of (i) and (ii). The value of the
Common Stock for such purpose shall be its fair market value as of the date the
option is exercised, as determined in accordance with procedures to be
established by the Committee.

            (e) Withholding Taxes; Delivery of Shares. The Company's obligation
to deliver shares of Common Stock under the Plan or upon exercise of an option,
in whole or in part, shall be subject to the optionee's satisfaction of all
applicable federal, state and local tax withholding obligations.

            (f) Non-Transferability. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during the optionee's lifetime only by the
optionee (or the optionee's guardian or legal representative).

            (g) Termination of Options. Each option agreement shall contain
provisions for the termination of the options granted thereunder if the optionee
ceases for any reason to be a director of the Company no more favorable to the
optionee than the following:

                    (i) if the optionee ceases to be a director of the Company
            for any reason other than disability or death, he may at any time
            within a period of three months after he ceased to be a director
            exercise each of his options to the extent that the option was
            exercisable by him on the date on which he ceased to be a director;




                                       4
<PAGE>   5


                    (ii) if the optionee ceases to be a director of the Company
            because of disability within the meaning of Section 22(e)(3) of the
            Code, he may at any time within a period of one year after such
            termination exercise his option to the extent that the option was
            exercisable by him on the date he ceased to be a director; and

                    (iii) if the optionee dies at a time when he might have
            exercised the option, then his estate, personal representative or
            beneficiary to whom it has been transferred pursuant to Paragraph
            8(f) hereof may, at any time within a period of one year after the
            optionee's death, or the termination of the option pursuant to this
            Plan, whichever is earlier, exercise it to the extent the optionee
            might have exercised it at the time of his death.

            (h) Rights as Stockholder. An optionee shall have no rights as a
stockholder with respect to any shares covered by his option until the date the
option has been exercised and the full purchase price for such shares has been
received by the Company.

         9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. Appropriate adjustment shall be made in the maximum number of
shares of Common Stock subject to the Plan and in the number, kind, and option
price of shares covered by outstanding options granted hereunder to give effect
to any stock dividends, stock splits, stock combinations, recapitalization, and
other similar changes in the capital structure of the Company after the
effective date of the Plan.

         10. MERGER; SALE OF ASSETS; DISSOLUTION. Notwithstanding anything to
the contrary contained in this Plan, in the event of a "Change of Control," as
defined herein, every option outstanding hereunder will become immediately
exercisable in full. In the event of a change in the Common Stock resulting from
a merger or similar reorganization, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options granted hereunder and the price per share thereof
will be appropriately adjusted, in such manner as the Committee may deem
equitable, to prevent substantial dilution or enlargement of the rights
available or granted hereunder.

            A "Change of Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:

            (a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of PageNet representing 35% or more of the combined
voting power of PageNet's then outstanding securities (not including in such
securities beneficially owned by such Person any securities acquired directly
from PageNet), other than any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of paragraph (c) below; or




                                       5
<PAGE>   6



            (b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who on the date
hereof constitute the Board, and any new director whose appointment or election
by the Board or nomination for election by PageNet's shareowners was approved or
recommended by at least two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended (other than a
new director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of PageNet); or

            (c) there is consummated a merger or consolidation of PageNet or any
direct or indirect subsidiary of PageNet with any other corporation, other than
(i) a merger or consolidation which would result in the voting securities of
PageNet outstanding immediately prior to such merger or consolidation continuing
to represent, in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of PageNet, at least
65% of the combined voting power of the securities of PageNet or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation (either by remaining outstanding or by being converted into voting
securities of the surviving entity or parent thereof), or (ii) a merger or
consolidation effected to implement a recapitalization of PageNet, or similar
transaction, in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of PageNet representing 35% or more of the combined
voting power of PageNet's then outstanding securities (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from PageNet); or

            (d) the shareowners of PageNet approve a plan of complete
liquidation or dissolution of PageNet or there is consummated an agreement for
the sale or disposition by PageNet of all or substantially all of PageNet's
assets, other than a sale or disposition by PageNet of all or substantially all
of the PageNet's assets to an entity, at least 65% of the combined voting power
of the outstanding securities of which are owned by shareowners of PageNet in
substantially the same proportions as their ownership of PageNet immediately
prior to such sale.

            Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the Common Stock of PageNet immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of PageNet
immediately following such transaction or series of transactions.

            For purposes of this Section 10, (a) "Person" shall mean any person
or entity other than (1) any employee plan established by PageNet, (2) PageNet
or any of its affiliates (as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly



                                       6
<PAGE>   7



or indirectly, by shareowners of PageNet in substantially the same proportions
as their ownership of PageNet and (b) "Beneficial Owner" shall have the meaning
set forth in Rule 12d-3 under the Exchange Act.

         11. TERMINATION OR AMENDMENT OF PLAN.

            (a) The Board may at any time terminate the Plan, or make such
changes in or additions to the Plan as it deems advisable without further action
on the part of the stockholders of the Company, provided: (i) that no such
termination or amendment shall adversely affect or impair any then outstanding
option or any shares at the time subject to options without the consent of the
optionee holding such option; (ii) no amendment shall adversely affect any
director's or beneficiary's rights to any director compensation deferred under
this Plan, without his consent, with respect to amounts credited prior to such
amendment; and (iii) that any such amendment which requires stockholder approval
in order to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or NASD or
exchange listing requirements shall be subject to approval by the stockholders
of the Company within one year from the effective date of such amendment and
shall be null and void if such approval is not obtained.

            (b) Upon termination of the Plan, the remaining balance of the
directors' Deferred Compensation Accounts (as defined in Section 13 below) shall
be paid to the directors (or to their respective beneficiaries, as the case may
be), in lump sums as soon as practicable but no more than thirty (30) days
following the termination of the Plan.

         12. DEFERRED ELECTIONS. Upon a director's election to the Board (or on
or prior to May 22, 1998, in the case of Deferral Elections to be made in
respect of 1998), and on or prior to the first day of each fiscal year of the
Company thereafter until a director ceases to be a director of the Company, each
director shall execute and file an annual election document (the "Deferral
Election") with the Treasurer of the Company, specifying whether or not such
director's annual retainer and meeting compensation for the year for which the
election is to be effective is to be deferred and if so, the investment option
to which the deferral shall be credited and the form, method and timing of
distribution of the deferrals. The Deferral Election shall control the
distribution of all amounts deferred pursuant to the Deferral Election and shall
be irrevocable as to such amounts. A Deferral Election must be made for each
year a director remains a director of the Company. Directors electing to defer
annual retainer and meeting compensation for any year may not make an election
under Section 4(b) of the Plan for such year, and any prior election made under
Section 4(b) shall have no effect on such deferred amounts. If a director fails
to execute and file a Deferral Election for any year, the director's annual
retainer and meeting compensation for that year would be paid to him as earned,
without deferral, pursuant to his election under Section 4(b) of the Plan.



                                       7
<PAGE>   8



            (a) Deferrals shall be no less than one hundred percent (100%) of
all compensation payable to a director in the year he elects to defer. In
addition, each director shall elect in his Deferral Election the percent of the
deferral that shall be credited among the deferral options (the "Deferred
Options") described below:

                    (i) credits ("Investment Fund Credits") equivalent to
            amounts invested in such investment fund that is selected by the
            Committee for this purpose, or in any other or additional fund or
            funds as the Committee shall determine (each an "Investment Fund,"
            and together the "Investment Funds"); and

                    (ii) share units ("Share Units"), a unit equivalent to a
            share of Common Stock of the Company (the "Common Stock").

            Directors may elect to transfer their deferred compensation from one
Deferral Option to a different Deferral Option, including transferring
Investment Fund Credits from one Investment Fund to a different Investment Fund;
provided, however, that in no event may any such election become effective
sooner than six (6) months following the effective date of any prior transfer
election. A transfer election pursuant to this Subsection 12(a) shall be made in
the form of a document prescribed by the Committee to be executed by the
director and filed with the Treasurer of the Company.

            Notwithstanding the foregoing, the Committee may, from time to time,
discontinue any of the Investment Funds described in clause (i) above. In such
event, each director shall execute an election in the form of a document
prescribed by the Committee and filed with the Treasurer of the Company, to
transfer the amounts deferred in the discontinued Investment Fund to such other
Deferral Options as the Committee shall make available at such time. In the
event that the director shall fail to timely elect a new Deferral Option, such
amounts shall be transferred to a Deferral Option that the Committee deems
appropriate.

            (b) Directors shall elect on the Deferral Election the form, method
and timing of distribution of amounts deferred hereunder. Distributions under
this Section 12 shall begin as soon as practicable following the date specified
in each director's Deferral Election, but may not begin earlier than thirty (30)
days after the date on which a director ceases to be a director for any reason;
provided, however, that in no event may distribution commence later than thirty
(30) days after the date on which a director attains age seventy (70). Such
payment shall be made, pursuant to the director's election in the Deferral
Election, (i) in the form of a lump-sum payment or (ii) in substantially equal
annual installments over a period not to exceed fifteen (15) years. If a
director elects installment payments, the unpaid balance thereof shall continue
to accrue interest, earnings and dividend equivalents, computed in accordance
with the provisions of Section 13 below, and shall be prorated and paid over
the installment period. Notwithstanding the foregoing, in the event a director
ceases to be a director of the Company for any reason other than retirement or
his death, the total amount credited to his Deferred Compensation Account as of
such





                                       8
<PAGE>   9


date shall be payable to the director in a lump sum as soon as practicable
following such date.

            A director may change his prior distribution election at any time,
and from time to time; provided, however, that any such distribution election
shall not become effective until the first (1st) anniversary of the date such
distribution election is made; and provided, further, that no distribution
election with respect to the distribution of amounts attributable to any
deferral will be effective if the director is, or is scheduled to be, receiving
distributions with respect to such deferral within one (1) year following the
date such subsequent distribution election is made. In the event an election
does not become effective, the prior valid election of such director shall
govern the form, method and timing of distribution.

            A director shall elect on the Deferral Election, with respect to
Share Units, to receive amounts so credited in cash, in shares of Common Stock,
or in any combination thereof.

            The amount to be paid in cash with respect to distributions of Share
Units shall be equal to the product of (a) the number of Share Units in respect
of which payment is to be made, and (b) the price of a share of Common Stock on
The Nasdaq Stock Market during such period immediately preceding the date of
distribution, as the Company shall determine.

            (c) If a director fails to make a valid timely election with respect
to method of payment, the director shall receive the total amount credited to
his Deferred Compensation Account in ten (10) substantially equal annual
installments. If a director fails to make a valid timely election with respect
to timing of payment, distribution shall commence thirty (30) days after the
date on which the director attains age seventy (70). If a director fails to make
a valid timely election with respect to whether payment shall be in cash or in
shares of the Common Stock, those amounts credited as Share Units shall be
distributed in shares of Common Stock, and all other amounts credited shall be
distributed in cash.

            (d) In the event a director dies prior to the distribution of any or
all of such director's Deferred Compensation Account, all amounts credited to
such account shall be paid to the beneficiary designated in writing at any time
or from time to time by the director with the approval of the Company or,
failing such a designation, to the spouse, children (per stirpes), parents or
estate (in that order) of the director (all such entities being herein included
within the term "beneficiary"). Such distribution shall be made in the form and
at such time as was applicable to the director; provided, however, that the
director's beneficiary may elect to receive the balance of the director's
Deferred Compensation Account in an immediate lump-sum distribution, and in the
form of cash or in shares of Common Stock, or in a combination thereof.




                                       9

<PAGE>   10



         13. DEFERRED ELECTION CREDITS. During such period as amounts are
standing to the credit of a director hereunder, with respect to each such
director, the Company shall credit to a book reserve account (the "Deferred
Compensation Account") established for this purpose the amount deferred by such
director under Section 12 above.

            (a) Amounts credited to a director's Deferred Compensation Account
with respect to each Investment Fund shall be credited with interest and
earnings (including gains and losses) equivalent to the amounts that would have
accrued during such period had the amount so credited been actually invested in
such Investment Fund. Interest and earnings on such amounts shall be computed
from the date such deferrals are credited to the Deferred Compensation Account
through the date of distribution to a director or his designated beneficiary, in
accordance with Subsection 12(d) above.

            (b) If amounts are deferred as Share Units, then the number of such
Share Units shall be determined on the basis of the price of the Common Stock on
The Nasdaq Stock Market during such period immediately preceding and/or
immediately following the date the Share Units are credited, as the Company
shall determine.

            (c) As of each payment date for dividends, if any, on Common Stock
with respect to which Share Units are standing to the credit of a director until
the director's entire Deferred Compensation Account has been distributed, such
Deferred Compensation Account shall be credited with dividend equivalents equal
to the sum of all cash dividends, if any, that such director would have received
on such date, had the director been the owner of a number of shares of Common
Stock equal to the number of Share Units in the director's Deferred Compensation
Account on the record date for such dividend. The amount so credited shall be
converted into additional Share Units with the number of Share Units being
determined on the basis of the price of Common Stock on The Nasdaq Stock Market
during such period immediately preceding and/or immediately following the
payment date for the dividend, as the Company shall determine.

         14. DEFERRED ELECTION -- MISCELLANEOUS.

            (a) Title to, and beneficial ownership of, any assets, whether in
cash or otherwise, that the Company may designate to pay the deferred
compensation hereunder shall at all times prior to payment remain an asset of
the Company, and neither a director nor his designated beneficiary shall have
any property interest whatsoever in any specific assets of the Company.

            (b) If the director so requests and if the director provides
satisfactory evidence of financial hardship, the Company may, in its sole and
absolute discretion, permit a distribution of all or a portion of the director's
Deferred Compensation Account prior to the date on which payments would have
commenced under Section 12 hereof.




                                       10
<PAGE>   11




            (c) If the Company shall be adjudicated or determined to be
insolvent by a court of competent jurisdiction, either in bankruptcy or
otherwise, the amount credited to each director's Deferred Compensation Account
on the date of such proceeding shall constitute a debt of the Company to each
such director in any such proceeding.

            (d) Except as otherwise required by applicable law, no rights under
the Plan as to deferred compensation, contingent or otherwise, shall be
assignable or subject to any encumbrance, pledge or charge of any nature, except
that, under such rules and regulation as the Company may establish, a director
may designate a beneficiary to receive, in the event of death, any amount that
would otherwise have been payable to such director or that may become payable on
account of, or following, his death except that, if any amount shall become
payable to the executor or administrator of such director's estate, then such
executor or administrator may transfer the right to the payment of any such
amount to the person, persons or entity (including a trust) entitled thereto
under the will of such director or, in case of intestacy, under the laws
relating to intestacy. Directors shall not have any interest in any funds or
specific assets of the Company, except as expressly provided herein.

            (e) Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall create or be construed to create a trust of
any kind or fiduciary relationship between the Company and a director, his
designated beneficiary, or any other person. To the extent that any person
acquires a right to receive payments from the Company under this Plan, such
rights shall be no greater than the right of any unsecured general creditor of
the Company.

         15. INTERPRETATION. The Company intends that transactions under this
Plan will be exempt under amended Rule l6b-3 promulgated under Section 16 of the
Exchange Act, unless otherwise determined by the Company.





                                       11