Exhibit 10.2



                                       CNF INC.
                                  AMENDED AND RESTATED
                              2003 EQUITY INCENTIVE PLAN
                              FOR NON-EMPLOYEE DIRECTORS

         1.    Introduction

               CNF Inc., a Delaware corporation (the "Company") established the
               CNF  Inc.  2003 Equity Incentive Plan for Non-Employee Directors
               (the "Original  Plan")  for those members of the Company's Board
               of Directors who are not  employees of the Company or any of its
               subsidiaries. This document  amends and restates in its entirety
               the  Original  Plan  (the  Original  Plan,  as  so  amended  and
               restated,  is  referred to herein  as  the  "Plan")  to  reflect
               certain amendments to the Original Plan made pursuant to Section
               10.  All grants of Awards made under the Original Plan, or under
               the Original Plan  as heretofore amended, shall constitute valid
               Awards granted under  and governed by the terms of the Plan, and
               shall not be affected by  this  amendment and restatement of the
               Original Plan. The effective date  of  the  Plan (the "Effective
               Date")  is April 22, 2003, the date that the Original  Plan  was
               approved by stockholders of the Company.

               The Plan permits the grant of stock options and restricted stock
               awards  to  non-employee  directors  of  the  Company,  although
               currently  only  restricted stock awards are being granted under
               the Plan. The purposes of the Plan are to encourage directors to
               own shares of the  Company's  stock  and  thereby to align their
               interests  more  closely  with  the  interests  of   the   other
               stockholders  of the Company, to encourage the highest level  of
               director  performance  by  providing  directors  with  a  direct
               interest in the Company's attainment of its financial goals, and
               to provide  a  financial  incentive  that  will help attract and
               retain the most qualified directors.

         2.    Definitions

               The  following terms shall have the meanings  set  forth  below.
               Except  when  otherwise  indicated by the context, the masculine
               gender  shall  also  include   the   feminine  gender,  and  the
               definition of any term herein in the singular shall also include
               the plural.

               (a)   "Award" means a Restricted Stock Award or an Option Award.

               (b)   "Award Agreement" has the meaning  given  to  the  term in
                     Section 5 hereof.

               (c)   "Board"  or  "Board  of  Directors"  means  the  Board  of
                     Directors of the Company.

               (d)   "Change  in  Control"  means  the  occurrence  of an event
                     described in any one of the following clauses (i)  through
                     (iv):

                     (i)   any "person," as such term is used in Sections 13(d)
                           and  14(d)  of the Exchange Act (other than (A)  the
                           Company or its  affiliates, (B) any trustee or other
                           fiduciary  holding   securities  under  an  employee
                           benefit plan of the Company  or  its affiliates, and
                           (C) any corporation owned, directly  or  indirectly,
                           by  the shareholders of the Company in substantially
                           the same  proportions  as  their  ownership  of  the
                           common  stock,  par  value  $0.625 per share, of the
                           Company), is or becomes the "beneficial  owner"  (as
                           defined  in  Rule  13d-3  under  the  Exchange Act),
                           directly or indirectly, of securities of the Company
                           (not including in the securities beneficially  owned
                           by such person any securities acquired directly from
                           the  Company or its affiliates) representing 25%  or
                           more of  the  combined voting power of the Company's
                           then outstanding voting securities;

                     (ii)  the following individuals  cease  for  any reason to
                           constitute  a  majority  of  the number of directors
                           then  serving:  individuals who,  on  the  Effective
                           Date, constitute  the  Board  and  any  new director
                           (other  than a 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  the  Company)  whose  appointment  or
                           election  by the Board or nomination for election by
                           the   Company's   stockholders   was   approved   or
                           recommended  by  a vote of at least two-thirds (2/3)
                           of the directors then  still  in  office  who either
                           were  directors  on  the  Effective  Date  or  whose
                           appointment, election or nomination for election was
                           previously so approved or recommended;

                     (iii) there  is  consummated  a merger or consolidation of
                           the Company or any direct  or indirect subsidiary of
                           the Company with any other corporation,  other  than
                           (A) a merger or consolidation which would result  in
                           the  voting  securities  of  the Company outstanding
                           immediately  prior thereto continuing  to  represent
                           (either  by  remaining   outstanding   or  by  being
                           converted into voting securities of the surviving or
                           parent entity) more than 50% of the combined  voting
                           power  of  the  voting  securities of the Company or
                           such   surviving   or  parent   entity   outstanding
                           immediately after such  merger  or  consolidation or
                           (B) a merger or consolidation effected  to implement
                           a   recapitalization  of  the  Company  (or  similar
                           transaction)   in  which  no  "person"  (as  defined
                           above), directly or indirectly, acquired 25% or more
                           of the combined  voting  power of the Company's then
                           outstanding  securities  (not   including   in   the
                           securities  beneficially  owned  by  such person any
                           securities acquired directly from the Company or its
                           affiliates);

                     (iv)  the stockholders of the Company approve  a  plan  of
                           complete  liquidation  of  the  Company  or there is
                           consummated an agreement for the sale or disposition
                           by  the  Company of assets having an aggregate  book
                           value at the  time  of  such  sale or disposition of
                           more  than  75%  of  the  total book  value  of  the
                           Company's  assets on a consolidated  basis  (or  any
                           transaction having a similar effect), other than any
                           such sale or  disposition  by the Company (including
                           by  way  of spin-off or other  distribution)  to  an
                           entity, at least 50% of the combined voting power of
                           the voting securities of which are owned immediately
                           following  such  sale or disposition by stockholders
                           of the Company in substantially the same proportions
                           as their ownership  of the Company immediately prior
                           to such sale or disposition;

               (e)   "Committee" means a committee consisting of members of the
                     Board who are empowered hereunder  to  take actions in the
                     administration  of  the Plan. The Committee  shall  be  so
                     constituted at all times  as  to permit the Plan to comply
                     with applicable NYSE rules and with Rule 16b-3 ("Rule 16b-
                     3") promulgated under the Securities  Exchange Act of 1934
                     (the  "1934  Act").  Members  of  the Committee  shall  be
                     appointed from time to time by the  Board,  shall serve at
                     the pleasure of the Board and may resign at any  time upon
                     written notice to the Board.

               (f)   "Director"  means  a  member  of  the Board who is not  an
                     employee  of the Company. For purposes  of  the  Plan,  an
                     employee is  an  individual whose wages are subject to the
                     withholding of federal  income  tax  under Section 3401 of
                     the Internal Revenue Code.

               (g)   "Effective Date" has the meaning given  to  that  term  in
                     Section 1 hereof.

               (h)   "Fair  Market Value" per share of Stock as of a particular
                     date means  (i) the closing sales price per share of Stock
                     on the national  securities exchange on which the Stock is
                     principally traded,  for  the last preceding date on which
                     there was a sale of such Stock  on  such exchange, or (ii)
                     if  the shares of Stock are then traded  in  an  over-the-
                     counter  market,  the average of the closing bid and asked
                     prices for the shares  of  Stock  in such over-the-counter
                     market for the last preceding date  on  which  there was a
                     sale of such Stock in such market, or (iii) if the  shares
                     of  Stock  are  not  then  listed on a national securities
                     exchange  or  traded in an over-the-counter  market,  such
                     value as the Committee,  in  its  sole  discretion,  shall
                     determine.

               (i)   "Internal Revenue Code" means the Internal Revenue Code of
                     1986, as it may be amended from time to time.

               (j)   "NYSE" means the New York Stock Exchange.

               (k)   "Option" means an option to purchase Stock.

               (l)   "Option  Award"  means  an  Award of an Option pursuant to
                     Section 7 hereof.

               (m)   "Restricted Stock Award" means  an  Award of Stock granted
                     to a Director pursuant to Section 6 hereof.

               (n)   "Restricted  Stock  Award  Amount"  means   (i)  for  each
                     director  receiving  a Restricted Stock Award pursuant  to
                     Section 6(a)(i), an amount  equal to $65,000 for each full
                     year during the director's term  (for  a total of $195,000
                     for a three-year term), (ii) for each Class  I  and  Class
                     III  director  receiving a Restricted Stock Award pursuant
                     to Section 6(a)(ii),  an  amount equal to $65,000 for each
                     full year remaining until such  director is next scheduled
                     for election or  re-election to the  Board (for a total of
                     $130,000 for Class I directors and $65,000  for  Class III
                     directors)  and  (iii)  for  each newly-appointed director
                     receiving  a Restricted Stock Award  pursuant  to  Section
                     6(a)(iv), an  amount  equal  to $65,000 for each full year
                     remaining  until  such  director  is  next  scheduled  for
                     election, plus a pro rata  portion  of  $65,000  for  each
                     partial   year  remaining  until  such  director  is  next
                     scheduled for  election.  For purposes of this definition,
                     a period of greater  than 11 but less than 12 months shall
                     be considered a full year.

               (o)   "Restricted Stock Award  Date"  means,  for  a  Restricted
                     Stock  Award  to  be  made in any year pursuant to Section
                     6(a), the earlier to occur  of  (A) the date of the annual
                     directors meeting occurring during such year and (B) April
                     30 of that year.

               (p)   "Stock" means the Common Stock, $0.625  par  value, of the
                     Company.

         3.    Plan Administration

               The Plan shall be administered by the Committee. Subject to the
               other  provisions  of  the  Plan, the Committee is authorized to
               determine the manner in which  Awards  will  vest (including the
               authority to determine whether, and to what extent, an Award may
               vest upon retirement of a Director from the Board),  to  specify
               other terms, provisions, and conditions of the Awards, and to do
               all  things  necessary  or  desirable  in  connection  with  the
               administration  of  the Plan. Notwithstanding the foregoing, and
               subject to Section 4(c) hereof, the Committee shall not have the
               authority to lower the exercise price of any outstanding Option,
               nor shall the Committee  have the authority to settle, cancel or
               exchange any outstanding Option  in  consideration for the grant
               of a new Award with a lower exercise price.

         4.    Stock Subject to the Plan

               (a)   Number of Shares Available Under  the  Plan.    Subject to
                     subsections  (b) and (c) of this Section  4,  the  maximum
                     number  of  shares   of   Stock  that  may  be  issued  or
                     transferred pursuant to Awards  under  the  Plan shall not
                     exceed 300,000 shares, and no more than 150,000  shares of
                     Stock  may be issued or transferred pursuant to Restricted
                     Stock  Awards.   Shares   of  Stock  that  are  issued  as
                     Restricted Stock Awards or that are issuable upon exercise
                     of an Option shall be applied to reduce the maximum number
                     of shares of Stock remaining  available  for use under the
                     Plan. The shares of Stock to be delivered  under  the Plan
                     shall   be  made  available,  at  the  discretion  of  the
                     Committee,  either  from authorized but unissued shares of
                     Stock or from shares  of  Stock  held  by  the  Company as
                     treasury  shares,  including shares purchased in the  open
                     market.

               (b)   Effect  of  Forfeitures   and   Terminations   on   Shares
                     Available.    Any  shares  of Stock that are subject to  a
                     Restricted Stock Award and which  are  forfeited  shall be
                     available for reissuance under the Plan. In the event that
                     any  Option Award hereunder lapses or otherwise terminates
                     prior  to  being  fully  exercised,  any  shares  of Stock
                     allocable  to the unexercised portion of such Award  shall
                     be available for future Restricted Stock Awards or Options
                     Awards under the Plan.

                (c)  If:

                     (i)   any  recapitalization,  reclassification,  spin-off,
                           split-up or consolidation of Stock is effected;

                     (ii)  the outstanding  shares  of  Stock are exchanged, in
                           connection  with  a merger or consolidation  of  the
                           Company or a sale by the Company of all or a part of
                           its  assets,  for a different  number  or  class  of
                           shares of stock  or  other securities of the Company
                           or for shares of the stock  or  other  securities of
                           any other corporation;

                     (iii) new,   different   or  additional  shares  or  other
                           securities of the Company  or of another company are
                           received by the holders of Stock;

                     (iv)  any distribution is made to  the  holders  of  Stock
                           other than a cash dividend; or

                     (v)   any  other change in capitalization or similar event
                           is determined by the Committee to have occurred;

                     then the appropriate adjustments will be made to:

                     (i)   the number  and  class of shares or other securities
                           that  may  be  issued  or  transferred  pursuant  to
                           outstanding Options or Restricted Stock Awards;

                     (ii)  the number and class  of  shares or other securities
                           available for issuance under the Plan;

                     (iii) the  purchase  price  to  be paid  per  share  under
                           outstanding Options; and

                     (iv)  the  number of Options to be  issued  under  Section
                           7(a) hereof.

                     Upon the dissolution  or  liquidation  of the Company, the
                     Plan  shall  terminate, and, except as otherwise  provided
                     herein, all Options  previously granted shall terminate on
                     the  date  of  such  dissolution  or  liquidation  of  the
                     Company; provided that  a Director shall have the right to
                     exercise any Option held  by him immediately prior to such
                     dissolution  or  liquidation   to   the  full  extent  not
                     theretofore exercised.

                     Adjustments  under  this  subsection  (c)  shall  be  made
                     according to the sole discretion of the Committee, and its
                     decision shall be binding and conclusive,  subject  to any
                     legally required approval of the Board of Directors or  of
                     any  other  entity.  Except  as otherwise provided in this
                     subsection (c), the issuance by  the  Company of shares of
                     capital stock of any class or securities  convertible into
                     shares  of  capital  stock of any class shall  not  affect
                     Options or Restricted Stock Awards hereunder.

                (d)  General Adjustment Rules.    No adjustment or substitution
                     provided for in this Section  4  shall require the Company
                     to  issue  a  fractional  share of Stock,  and  the  total
                     substitution or adjustment  with  respect  to  each  Award
                     shall be limited by deleting any fractional share.

         5.    Participation

               Each  Director  shall receive Awards on the terms and conditions
               set forth under the Plan. Each Director receiving an Award shall
               enter into an agreement (an "Award Agreement") with the Company,
               in such form as the  Committee  shall  determine  and  which  is
               consistent  with the provisions of the Plan. In the event of any
               inconsistency  between  the  provisions of the Plan and any such
               agreement entered into hereunder,  the  provisions  of  the Plan
               shall govern.

         6.    Restricted Stock Awards

               (a)   Restricted  Stock Awards.    Subject to Section 10 hereof,
                     so long as there  are sufficient shares of Stock available
                     for  issuance or transfer  pursuant  to  Restricted  Stock
                     Awards under the Plan:

                     (i) on the Restricted Stock Award Date in each year during
                     the term of the Plan, commencing with the Restricted Stock
                     Award  Date  in  2005, each Director who is elected or re-
                     elected to the Board at the annual meeting of shareholders
                     during such year shall  automatically  be granted an Award
                     consisting  of  a  number  of  shares of Restricted  Stock
                     determined based on the applicable  Restricted Stock Award
                     Amount;

                     (ii) in addition to the grants described in subsection (i)
                     above, on the Restricted Stock Award  Date  in  2005, each
                     Class  I  Director (other than W. Keith Kennedy, Jr.)  and
                     each Class  III  Director  then serving on the Board shall
                     automatically be granted an  Award  consisting of a number
                     of  shares  of Restricted Stock determined  based  on  the
                     applicable Restricted Stock Award Amount;

                     (iii)  if he  is  serving  on  the Board on the Restricted
                     Stock  Award  Date in 2006, W. Keith  Kennedy,  Jr.  shall
                     automatically be  granted  an Award consisting of a number
                     of shares of Restricted Stock  having a value, at the time
                     of grant, of $65,000;

                     (iv)  at  any time upon a director's  appointment  to  the
                     Board, such  director  shall  automatically  be granted an
                     Award consisting of a number of shares of Restricted Stock
                     determined based on the applicable Restricted  Stock Award
                     Amount.

               (b)   Purchase Price.    Directors under the Plan shall  not  be
                     required to pay any purchase price for the shares of Stock
                     to  be  acquired  pursuant  to  a  Restricted Stock Award,
                     unless   otherwise  required  under  applicable   law   or
                     regulations  for  the issuance of shares of Stock that are
                     nontransferable and  subject  to  a  substantial  risk  of
                     forfeiture  until  specific  conditions  are  met.  If  so
                     required, the price at which shares of Stock shall be sold
                     to  Directors under the Plan pursuant to an Award shall be
                     the  minimum  purchase  price  required  in  such  law  or
                     regulations, as determined by the Board in the exercise of
                     its sole discretion. The purchase price, if any, of shares
                     of Stock sold by the Company hereunder shall be payable by
                     the Director in cash or by check at the time such Award is
                     granted.

               (c)   Number of Shares Awarded.    The number of shares of Stock
                     included  in  each  such  Restricted  Stock Award shall be
                     determined by dividing the dollar value  of  such Award by
                     the Fair Market Value of a share of Stock as of  the  date
                     of  grant.  In  no  event shall the Company be required to
                     issue fractional shares.  Whenever under the terms of this
                     Section 6(c) a fractional share  of  Stock would otherwise
                     be required to be issued, an amount in  lieu thereof shall
                     be paid in cash based upon the Fair Market  Value  of such
                     fractional share.

               (d)   Forfeiture of Awards.    If a Director voluntarily resigns
                     or  is  removed  for  cause  as  a Board member before the
                     restrictions applicable to a Restricted  Stock Award lapse
                     pursuant  to the Terms and Conditions of Restricted  Stock
                     herein, the  shares  of  Stock  granted  pursuant  to such
                     Restricted Stock Award shall be forfeited.

               (e)   Restrictions.    Except as otherwise provided in the Plan,
                     shares  of  Stock  received pursuant to a Restricted Stock
                     Award may not be sold,  assigned,  pledged,  hypothecated,
                     transferred   or   otherwise   disposed   of   until   the
                     restrictions applicable to such Stock have lapsed pursuant
                     to the Terms and Conditions of Restricted Stock herein.

               (f)   Terms   and   Conditions   of   Restricted  Stock.    Each
                     Restricted Stock Award granted pursuant  to the Plan shall
                     be evidenced by a Award Agreement. The Award Agreement may
                     contain such terms, provisions and conditions  as  may  be
                     determined  by the Committee and not inconsistent with the
                     Plan. Restrictions  on Stock covered by a Restricted Stock
                     Award shall lapse and  be removed (and the shares of Stock
                     acquired  by a Director pursuant  to  a  Restricted  Stock
                     Award shall  vest) in a manner determined by the Committee
                     at the time the  Award  is  granted  and  set forth in the
                     applicable  Award  Agreement. Restrictions may  lapse  and
                     Restricted Stock Awards  vest  based  on either or both of
                     (A) the attainment of performance goals by the Company, or
                     (B) the continued service on the Board  by  the  Director.
                     All performance-based Restricted Stock Awards will  have a
                     minimum  vesting  period of one (1) year. With respect  to
                     any shares of Restricted  Stock  subject  to  restrictions
                     which  lapse  solely  based  on  the  Director's continued
                     service on the Board, such restrictions shall lapse over a
                     vesting  schedule  (so long as the Director  continues  to
                     serve on the Board)  no  shorter  in  duration  than three
                     years from the date of grant; provided, that such  vesting
                     schedule  may  provide  for partial or installment vesting
                     during   such  period.  In  addition,   unless   otherwise
                     determined   by   the  Committee  and  set  forth  in  the
                     applicable  Award Agreement,  all  restrictions  on  Stock
                     covered by a  Restricted  Stock  Award  shall lapse and be
                     removed (and the shares of Stock acquired  by  a  Director
                     pursuant to a Restricted Stock Award shall vest) upon  any
                     of the following events:

                     (i)   Upon  the  termination  of a Director's service as a
                           board  member  as  a result  of  death,  disability,
                           failure to be nominated  for  election as a director
                           or failure to be elected by stockholders  as a Board
                           member; or

                     (ii)  In the event of a Change in Control.

               (g)   Privileges of a Stockholder.    A Director shall  have all
                     voting,   dividend,  liquidation  and  other  rights  with
                     respect to  Stock  received  by  him as a Restricted Stock
                     Award under this Restricted Stock  Awards section, whether
                     or not restrictions have lapsed. However,  if  the Company
                     shall  at  any  time  pay  or  make  any dividend or other
                     distribution upon the Stock payable in securities or other
                     property  (except  money), a proportionate  part  of  such
                     securities  or other  property  shall  be  set  aside  and
                     delivered to  any Director then holding a Restricted Stock
                     Award upon lapse  of  all  restrictions applicable to such
                     Restricted Stock Award. Prior  to  the  time that any such
                     securities or other property are delivered  to  a Director
                     in  accordance  with  the  foregoing,  the Director shall,
                     subject  to the same forfeiture provisions  applicable  to
                     the Restricted  Stock  Award  to  which such securities or
                     other property relates, be the owner of such securities or
                     other  property  and  shall  have the right  to  vote  the
                     securities,  receive  any  dividends   payable   on   such
                     securities  and  in all other respects shall be treated as
                     the owner. If securities or other property which have been
                     set aside by the Company  in  accordance with this Section
                     are  not  delivered  to  a Director  because  restrictions
                     applicable to such Restricted Stock Award do not lapse and
                     such Stock is forfeited, then  such  securities  or  other
                     property  shall  be  forfeited to the Company and shall be
                     dealt with by the Company  as  it  shall  determine in its
                     sole discretion.

               (h)   Enforcement of Restrictions.    The Committee  shall cause
                     a  legend  to  be placed on the Stock certificates  issued
                     pursuant to each  Restricted  Stock Award referring to the
                     restrictions imposed in the Plan  and, in addition, may in
                     its sole discretion require one or  more  of the following
                     methods of enforcing such restrictions:

                     (i)   Requiring   the   Director   to   keep   the   Stock
                           certificates,  duly  endorsed, in the custody of the
                           Company while the restrictions remain in effect; or

                     (ii)  Requiring   that   the  Stock   certificates,   duly
                           endorsed, be held in  the  custody  of a third party
                           while the restrictions remain in effect.

         7.    Option Awards

               (a)   Option Awards.    Subject to Section 10 hereof, at any
                     time and from time to time during the term of the Plan and
                     so long as there are sufficient shares available for
                     issuance or transfer pursuant to Awards under the Plan,
                     the Committee may grant an Option to purchase shares of
                     Stock to any Director.

               (b)   Exercise  Price  for  Options.    The exercise  price  per
                     share of Stock covered  by  each  Option shall be the Fair
                     Market Value of the Stock as of the  date  the  Option  is
                     granted. The exercise price of an Option granted under the
                     Plan shall be subject to adjustment as provided in Section
                     4(c) hereof.

               (c)   Term;   Termination.    Unless  earlier  terminated,  each
                     Option shall  expire ten (10) years from the date that the
                     Option was granted.  Except as otherwise determined by the
                     Committee and set forth in the applicable Award Agreement,
                     no Option granted to a  Director  (to the extent otherwise
                     exercisable)  may  be  exercised, and  such  Option  shall
                     terminate,  after the first  to  occur  of  the  following
                     events:

                     (i)   The expiration of three (3) months from the date the
                           Director  ceases  to  serve  as  a  director  of the
                           Company  by  reason  of  such  Director's  voluntary
                           resignation;

                     (ii)  The  expiration of twelve (12) months from the  date
                           the Director  ceases  to  serve as a director of the
                           Company  other  than by reason  of  such  Director's
                           voluntary resignation, removal for cause; or

                     (iii) The expiration of three (3) years from the date that
                           the Director retires from the Board; or

                     (iv)  The removal of the Director for cause.

               (d)   Terms and Conditions of  Options;  Vesting.    Each Option
                     granted  pursuant  to the Plan shall be  evidenced  by  an
                     Award Agreement. The  Award  Agreement  may  contain  such
                     terms,  provisions  and conditions as may be determined by
                     the Committee and not  inconsistent  with  the  Plan. Each
                     Option  granted  under  the  Plan  shall  vest  and become
                     exercisable in a manner determined by the Committee at the
                     time  the Award is granted and set forth in the applicable
                     Award Agreement.  Vesting  of  Options  may  be based upon
                     either or both of (i) the attainment of performance  goals
                     by the Company, or (ii) the continued service on the Board
                     by the Director. All performance-based Options will have a
                     minimum vesting period of one (1) year. No Option shall be
                     exercisable   prior   to   vesting.   Notwithstanding  the
                     foregoing,    each   Option   shall   become   immediately
                     exercisable as to all shares covered by such Option in the
                     event a Director's  service  as a director terminates as a
                     result of death, disability, failure  to  be nominated for
                     election  as  a  director  or  failure  to  be elected  by
                     stockholders   as   a   Board   member.  Unless  otherwise
                     determined  by  the  Committee  and  set   forth   in  the
                     applicable  Award  Agreement,  each  Option shall vest and
                     become immediately exercisable in the event of a Change in
                     Control.

               (e)   Assignability of Options.    Each Option  granted pursuant
                     to  the  Plan  shall,  during the Director's lifetime,  be
                     exercisable only by the Director, and the Option shall not
                     be transferable by the Director  by  operation  of  law or
                     otherwise  other  than  by will or the laws of descent and
                     distribution.

               (f)   Exercise of Options.    An  Option  may  be  exercised  in
                     whole  or  in  part, to the extent it is then exercisable,
                     only by written  notice  to  the  Company at its principal
                     office accompanied by payment in cash  or  by check of the
                     full exercise price for the shares with respect  to  which
                     the Option, or portion thereof, is exercised. However, the
                     Committee  may,  in  its discretion, (i) allow payment, in
                     whole or in part, through  the delivery of shares of Stock
                     which have been owned by the  Director  for  at  least six
                     months, duly endorsed for transfer to the Company  with  a
                     fair  market  value  on  the date of delivery equal to the
                     aggregate  exercise  price  of  the  Option  or  exercised
                     portion thereof; (ii) allow payment,  in whole or in part,
                     through  the  surrender of shares of Stock  then  issuable
                     upon exercise of  the Option having a fair market value on
                     the  date  of  Option  exercise  equal  to  the  aggregate
                     exercise price of the Option or exercised portion thereof;
                     (iii) allow payment,  in  whole  or  in  part, through the
                     delivery of a notice that the Director has placed a market
                     sell order with a broker with respect to shares  of  Stock
                     then  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 Option exercise price, provided that
                     the Company shall not deliver such shares until payment of
                     such proceeds is received  by  the  Company; or (iv) allow
                     payment  through  any  combination  of  the  consideration
                     provided in the foregoing clauses (i), (ii) and (iii).

         8.    Rights of Directors

               Nothing  contained  in the Plan or in any Option  or  Restricted
               Stock Award granted under the Plan shall interfere with or limit
               in any way the right  of  the  stockholders  of  the  Company to
               remove  any  Director from the Board pursuant to the Certificate
               of Incorporation  or  bylaws of the Company, nor confer upon any
               Director any right to continue in the service of the Company.

         9.    General Restrictions

               (a)   Investment Representations.    The Company may require any
                     Director to whom  an  Option  or Restricted Stock Award is
                     granted,  as  a  condition  of receiving  such  Option  or
                     Restricted Stock Award or exercising  an  Option,  to give
                     written  assurances in substance and form satisfactory  to
                     the Company and its counsel to the effect that such person
                     is acquiring the Option or Stock subject to the Restricted
                     Stock Award  or  Option for his own account for investment
                     and not with any present intention of selling or otherwise
                     distributing the same,  and  to  such other effects as the
                     Company deems necessary or appropriate  in order to comply
                     with Federal and applicable state securities laws.

               (b)   Compliance   With  Securities  Laws.    Each   Option   or
                     Restricted Stock Award shall be subject to the requirement
                     that,  if  at  any  time  counsel  to  the  Company  shall
                     determine that the  listing, registration or qualification
                     of the shares subject  to  such Option or Restricted Stock
                     Award upon any securities exchange  or  under any state or
                     federal   law,   or   the  consent  or  approval  of   any
                     governmental  or  regulatory   body,  is  necessary  as  a
                     condition  of,  or  in connection with,  the  issuance  of
                     shares thereunder, such  Restricted  Stock Award or Option
                     may  not  be  accepted or exercised in whole  or  in  part
                     unless such listing,  registration, qualification, consent
                     or  approval  shall have  been  effected  or  obtained  on
                     conditions acceptable  to  the  Committee.  Nothing herein
                     shall be deemed to require the Company to apply  for or to
                     obtain such listing, registration or qualification.

               (c)   Taxes.    Each    Director    shall    make    appropriate
                     arrangements   for  the  satisfaction  of  any  applicable
                     federal, state or  local  income  or other tax withholding
                     requirements applicable to any Restricted  Stock  Award or
                     Option granted hereunder. In addition, each Director shall
                     provide  the  Company  with  a copy of any election, which
                     such Director may make under Section  83(b)  of  the  Code
                     with respect to a Restricted Stock Award.

         10.   Plan Amendment, Modification and Termination

               The  Board  may  at any time and from time to time alter, amend,
               modify, suspend or  terminate  the  Plan  in  whole  or in part;
               provided,  however,  that no amendment or modification shall  be
               effective without stockholder  approval  (a) if such approval is
               required  by  law  or  NYSE  rules or (b) if such  amendment  or
               modification  either  eliminates   or   revises  the  succeeding
               proviso;  and  provided  further, however, that  the  Board  (or
               Committee) may amend the number  of  shares  subject  to, or the
               dollar  value  of, Awards granted pursuant to Sections 6(a)  and
               7(a) hereof only if it shall have received advice to such effect
               from  an  outside   compensation   consultant.   No   amendment,
               modification  or  termination  of  the  Plan shall in any manner
               adversely  affect  any  Options  or  Restricted   Stock   Awards
               theretofore  granted  under  the Plan without the consent of the
               Director holding such Options or Restricted Stock Awards.

         11.   Requirements of Law

               (a)   Compliance with Law.    The  issuance  of  Stock  and  the
                     payment  of  cash pursuant to the Plan shall be subject to
                     all applicable laws, rules and regulations.

               (b)   Rule 16b-3.    Awards  and transactions under the Plan are
                     intended to comply with  all applicable conditions of Rule
                     16b-3 or its successors under  the 1934 Act. To the extent
                     any provision of the Plan or action  by  the  Board or the
                     Committee fails to so comply, it shall be deemed  null and
                     void,  to the extent permitted by law and deemed advisable
                     by the Board  or the Committee. Moreover, in the event the
                     Plan does not include  a  provision required by Rule 16b-3
                     to be stated therein in order  to  qualify  the  Plan as a
                     formula  plan, such provision (other than one relating  to
                     eligibility  requirements,  or  the  price  and  amount of
                     Awards)  shall  be deemed automatically to be incorporated
                     by reference into the Plan.

               (c)   Governing Law.    The  Plan  and  all agreements hereunder
                     shall be construed in accordance with  and governed by the
                     laws of the State of California.

         12.   Duration of the Plan

               The Plan shall terminate ten years after the date  the  Plan  is
               first approved by stockholders of the Company or at such earlier
               time  as may be determined by the Board, and no Option Awards or
               Restricted Stock Awards shall be granted after such termination.