EXHIBIT 10.2
                            WEATHERFORD ENTERRA, INC.

                1997 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

                                  MAY 15, 1997

1.    PURPOSE OF PLAN.

      The purpose of this plan is to supplement the compensation paid to Outside
      Directors, to increase their proprietary interest in the Company, to
      attract and retain persons with outstanding qualifications to serve as
      Directors of the Company and to enhance their identification with the
      interests of the Company's stockholders, by grants of Common Stock.

2.    DEFINITIONS.

      (a)   "Board" shall mean the Board of Directors of the Company.

      (b)   "Committee" shall mean the Compensation and Stock Plans Committee of
            the Board.

      (c)   "Common Stock" shall mean the Common Stock, $.10 par value per
            share, of the Company.

      (d)   "Company" shall mean Weatherford Enterra, Inc., a Delaware
            corporation.

      (e)   "Effective Date" shall mean May 15, 1997, after approval of the Plan
            by a majority of the holders of the shares of the Common Stock,
            notwithstanding the approval of the Plan by the Board of Directors
            on March 11, 1997.

      (f)   "Employee Director" shall mean a member of the Board who is a
            full-time employee of the Company or any Subsidiary of the Company.

      (g)   "Fair Market Value" shall mean the average of the high and low sales
            prices per share (as reported on the New York Stock Exchange on the
            relevant measuring date, or if there were no sales on the New York
            Stock Exchange on that date, then as of the next following date on
            which there were sales).

      (h)   "Grant Date" shall mean the date on which Restricted Shares are
            awarded to a Non-employee Director pursuant to paragraph 5 of the
            Plan.

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      (i)   "Non-employee Director" shall mean a member of the Board who is not
            a full-time employee of the Company or any Subsidiary of the
            Company.

      (j)   "Plan" shall mean the Weatherford Enterra, Inc. 1997 Non-Employee
            Director Restricted Stock Plan.

      (k)   "Restricted Period" shall mean the period of time, as specified in
            paragraph 7 of the Plan, applicable to Restricted Shares granted
            under the Plan.

      (l)   "Restricted Shares" shall mean shares of Common Stock automatically
            granted to a Non-employee Director pursuant to paragraph 5 of the
            Plan to which the Restricted Period still applies.

      (m)   "Restricted Shares Agreement" shall mean the agreement described in
            paragraph 14 of the Plan.

      (n)   "Retained Distributions" shall mean the distributions which are
            retained by the Company pursuant to subparagraph 7(f)(ii) of the
            Plan.

      (o)   "Retirement" shall mean retirement from the Board in accordance with
            the policy then in effect as respects Non-employee Directors.

      (p)   "Subsidiary of the Company" shall mean any corporation, partnership
            or other entity in which the Company owns, directory or indirectly,
            a controlling interest.

3.    SHARES SUBJECT TO THE PLAN.

      (a)   Subject to the provisions of paragraph 9 below, the maximum
            aggregate number of Restricted Shares which may be granted under the
            Plan shall be 250,000; provided, however, that any Restricted Shares
            granted under the Plan which are forfeited by the terms of the Plan
            shall be deemed not to have been issued for the purpose of this
            paragraph 3 and shall again become available for grant while the
            Plan is in effect.

      (b)   Restricted Shares may be, in whole or in part, authorized but
            unissued shares of Common Stock or shares of Common Stock previously
            issued and outstanding and reacquired by the Company.

      (c)   The Company shall have no obligation to register Restricted Shares
            with the Securities and Exchange Commission, either prior to or
            after same are granted to a Non-employee Director.

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4.    ELIGIBILITY.

      The only persons eligible to participate in the Plan shall be Non-employee
      Directors. An Employee Director who retires from employment with the
      Company or any of its Subsidiaries shall become eligible to participate in
      this Plan and shall be entitled to receive a grant of Restricted Stock
      upon the commencement of his or her services as a Non-employee Director.

5.    AUTOMATIC GRANTS.

      (a)   The first Grant Date shall be the Effective Date of the Plan, as to
            each Non- employee Director then serving on the Board. Thereafter,
            the first Grant Date shall be the date on which a Non-employee
            Director is first elected or appointed to serve as a member of the
            Board.

      (b)   Each person who is a Non-employee Director on the Effective Date
            automatically shall be granted that number of Restricted Shares
            which is determined by dividing $45,000 by the Fair Market Value of
            a share of Common Stock on the Effective Date.

      (c)   Each person who is elected or appointed a Non-employee Director
            after the Effective Date (or who is eligible for an additional grant
            of Restricted Shares pursuant to paragraph 5(d) below) automatically
            shall be granted on the date so elected or appointed that number of
            Restricted Shares determined by dividing $45,000 by the Fair Market
            Value of a share of Common Stock on such Grant Date.

      (d)   Each Non-employee Director who has previously received a grant of
            Restricted Shares under the Plan and who is reelected for another
            term as a Non-employee Director at, or whose term of office
            otherwise continues following the date of, any annual meeting of
            stockholders on which all such Restricted Shares have become fully
            vested pursuant to paragraph 7 shall thereupon receive an additional
            grant of Restricted Shares in accordance with paragraph 5(c) above.

      (e)   The value of any Restricted Shares granted pursuant to paragraphs
            5(c) or 5(d) shall be adjusted for grants made in years after 1997
            as follows: the dollar amount of each grant during any calendar year
            after 1997 will be adjusted using the prior year's applicable grant
            amount as a base amount and adjusting such preceding year's amount
            for projected inflation by multiplying such base amount by a
            fraction in which the numerator is the annual average Consumer Price
            Index - U ("CPI-U") in the SURVEY OF CURRENT BUSINESS

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            published by the U.S. Department of Commerce, Bureau of Economic
            Analysis, for such preceding year and the denominator is the CPI-U
            for the second immediately preceding year.

      (f)   The Corporate Secretary of the Company shall promptly cause the
            Company to enter into an agreement (the "Restricted Share
            Agreement") with each Non-employee Director who is granted
            Restricted Shares and shall cause the Company to issue such
            Restricted Shares, all without any further action required to be
            taken by the Board, the Committee or any other committee of the
            Board.

      (g)   The Company shall not be required to issue fractional Restricted
            Shares. In lieu thereof, any fractional Restricted Share shall be
            rounded to the next higher whole number.

6.    ADMINISTRATION OF THE PLAN.

      (a)   The Plan shall be administered by the Committee, subject to the
            restrictions set forth in the Plan. If the Committee is not composed
            solely of two or more "Non-employee Directors" (as defined in Rule
            16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act"))
            of the Company, then such additional or different persons shall be
            appointed by the Board of Directors to act for purposes of
            administering the Plan so that the Committee administering the Plan
            shall be composed solely of two or more "Non- employee Directors".

      (b)   The Committee shall have full power, discretion and authority to
            interpret and administer the Plan, except that the Committee shall
            have no power to determine the eligibility for awards or number of
            shares of Common Stock or timing or value of awards to be granted
            pursuant to this Plan. The Committee's interpretations and actions,
            except as otherwise determined by the Board of Directors, shall be
            final, conclusive and binding on all persons for all purposes.

7.    RESTRICTION PERIOD; RESTRICTIONS APPLICABLE TO RESTRICTED
      SHARES; CERTIFICATES REPRESENTING RESTRICTED SHARES.

      (a)   All Restricted Shares granted pursuant to the Plan shall be subject
            to the risk of forfeiture. The Restricted Period for each grant of
            Restricted Shares shall commence as of the Grant Date.

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      (b)   Except as otherwise provided herein, the Restricted Period shall end
            and all Restricted Shares (and related Retained Distributions) shall
            become nonforfeitable in three equal installments over a three-year
            period after the Grant Date, commencing one year after the Grant
            Date, with respect to Shares having a Fair Market Value on the Grant
            Date of $15,000 (such amount to be subject to adjustment in the same
            manner as set forth in paragraph 5(e) above).

      (c)   Notwithstanding the provisions of subparagraph 7(b) but subject to
            the provisions of subparagraph 7(h), the Restricted Period for any
            grant shall end and all Restricted Shares and related Retained
            Distributions shall become nonforfeitable on the earlier of any of
            the following events:

            (i)   the date a Non-employee Director ceases to be a Director of
                  the Company by reason of Retirement;

            (ii)  the date a Non-employee Director completes his or her tenure
                  as a Director of the Company as provided in the Bylaws of the
                  Company and declines to stand for reelection;

            (iii) the date a Non-employee Director, having been nominated for
                  and agreed to stand for reelection, is not reelected by the
                  stockholders of the Company to serve as a member of the Board;

            (iv)  the date of the death of a Non-employee Director;

             (v)  the date a Non-employee Director certifies in writing to the
                  Company that he or she is resigning as a member of the Board
                  due to medical or health reasons which render such
                  Non-employee Director unable to continue to serve as a member
                  of the Board; or

            (vi)  the occurrence of a Change of Control of the Company;

            provided, however, that in the discretion of the Committee, on a
            case-by-case basis, the Restricted Period applicable to all
            Restricted Shares granted to a Non-employee Director shall end and
            be deemed completed for all purposes of the Plan in the event a
            Non-employee Director (a "withdrawing Non- employee Director")
            terminates his or her service as a member of the Board (A) for
            reasons of personal or financial hardship; (B) to serve in any
            governmental, diplomatic or any other public service position or
            capacity; (C) to avoid or protect against a conflict of interest of
            any kind; (D) on the advice of legal counsel; or (E) for any other
            extraordinary circumstance that the

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            Board determines to be comparable to the foregoing. The withdrawing
            Non- employee Director shall abstain from participating in any
            determination made by the Committee with respect to any matter
            relating to the foregoing.

      (d)   Restricted Shares, when issued, will be represented by a stock
            certificate or certificates registered in the name of the
            Non-employee Director to whom such Restricted Shares shall have been
            granted. Each certificate issued pursuant hereto shall bear any
            legend which counsel for the Company considers necessary or
            advisable to comply with the Securities Act of 1933 (the "Securities
            Act").

      (e)   Each certificate shall be deposited by the Non-employee Director
            with the Company's Corporate Secretary, together with stock powers
            or other instruments of assignment, each endorsed in blank, which
            will permit transfer to the Company of all of any portion of the
            Restricted Shares and any securities constituting Retained
            Distributions that shall be forfeited or that shall not become
            nonforfeitable in accordance with the Plan.

      (f)   Restricted Shares shall constitute issued and outstanding shares of
            Common Stock for all corporate purposes. The Non-employee Director
            will have the right to vote such Restricted Shares, to receive and
            retain all regular cash dividends paid on such Restricted Shares and
            exercise all other rights, powers and privileges of a holder of
            Common Stock with respect to such Restricted Shares, with the
            exception that:

            (i)   The Non-employee Director will not be entitled to delivery of
                  the stock certificate or certificates representing such
                  Restricted Shares until the Restricted Period applicable to
                  such shares or portion thereof shall have expired and unless
                  all other vesting requirements with respect thereto shall have
                  been fulfilled;

            (ii)  other than cash dividends and rights to purchase stock which
                  might be distributed to stockholders of the Company, the
                  Company will retain custody of all Retained Distributions made
                  or declared with respect to Restricted Shares (and such
                  Retained Distributions will be subject to the same
                  restrictions, terms and conditions as are applicable to
                  Restricted Shares with respect to which they were made, paid
                  or declared) until such time, if ever, as the Restricted
                  Period applicable to Restricted Shares with respect to which
                  such Retained Distribution shall have been made, paid or
                  declared shall have expired, and such Retained Distributions
                  shall not bear interest or be segregated in separate accounts;

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            (iii) a Non-employee Director may not sell, assign, transfer,
                  pledge, exchange, encumber or dispose of any Restricted Shares
                  or any related Retained Distributions during the applicable
                  Restricted Period; and

            (iv)  upon the breach of any restrictions, terms or conditions
                  provided in the Plan or established by the Board with respect
                  to any Restricted Shares or Retained Distributions, such
                  Restricted Shares and any related Retained Distributions shall
                  thereupon be automatically forfeited.

(g)   "Change of Control" of the Company shall mean: a) any individual, entity
      or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act) (a "Person") acquires of beneficial ownership of 20 percent
      or more of either (i) the then outstanding shares of Common Stock (the
      "Shares") or (ii) the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      Directors; provided, however, that for purposes of this subsection (a), a
      Person shall not include the Company or any Subsidiary or any employee
      benefit plan (or related trust) sponsored or maintained by the Company or
      any Subsidiary; (b) as a result of, or in connection with, a contested
      election for directors, the persons who were directors of the Company
      before such election (the "Incumbent Board") shall cease to constitute a
      majority of the Board of Directors of the Company; or (c) consummation of
      a reorganization, merger or consolidation or sale or other disposition of
      all or substantially all of the assets of the Company (a "Corporate
      Transaction") in each case, unless, following such Corporate Transaction,
      (i) all or substantially all of the individuals and entities who were the
      beneficial owners, respectively, of the outstanding Shares and outstanding
      voting securities immediately prior to such Corporate Transaction
      beneficially own, directly or indirectly, more than 60 percent of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Corporate Transaction (including, without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Corporate
      Transaction of the outstanding Shares and the outstanding voting
      securities, as the case may be, (ii) no Person (excluding any corporation
      resulting from such Corporate Transaction or any employee benefit plan (or
      related trust) of the Company or such corporation resulting from such
      Corporate Transaction) beneficially owns, directly or indirectly, 20
      percent or more of, respectively, the then

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            outstanding shares of common stock of the corporation resulting from
            such Corporate Transaction or the combined voting power of the then
            outstanding voting securities of such corporation except to the
            extent that such ownership existed prior to the Corporate
            Transaction and (iii) at least a majority of the members of the
            board of directors of the corporation resulting from such Corporate
            Transaction were members of the Incumbent Board at the time of the
            execution of the initial agreement, or of the action of the Board,
            providing for such Corporate Transaction; or (d) approval by the
            stockholders of the Company of a complete liquidation of the
            Company. The Committee shall determine whether a Change of Control
            has occurred within the herein meaning and its determination shall
            be final and conclusive.

      (h)   Notwithstanding any other provisions to the contrary in the Plan or
            any Restricted Shares Agreement (unless such Restricted Shares
            Agreement shall expressly refer to and nullify the operation of this
            provision), if the scheduled expiration of the Restricted Period
            applicable to any Restricted Shares granted to any Non-employee
            Director would, as a result of the operation of Section 16(b) of the
            Exchange Act, result, in the opinion of the Corporate Secretary of
            the Company, in a substantial risk of loss to such Non-employee
            Director pursuant to such Section 16(b) because of the timing of any
            prior sale or sales of Common Stock made by or otherwise
            attributable to such Non-employee Director, then, unless prior to
            the scheduled expiration of the Restricted Period for any Restricted
            Shares as described in subparagraph 7(b) hereof (or, in the case of
            an expiration of the Restricted Period for any Restricted Shares as
            described in subparagraph 7(c), within five business days
            thereafter) such Non-employee Director shall file with the Corporate
            Secretary a written waiver of this provision, in form satisfactory
            to the Corporate Secretary, expiration of the Restricted Period for
            such Restricted Shares automatically shall be delayed until the
            first day on which expiration of the Restricted Period for such
            Restricted Shares would no longer result in a substantial risk of
            loss and the Non-employee Director shall continue to be subject to
            the risk of forfeiture of such Restricted Shares pursuant to
            subparagraph 8(a) hereof pending the delayed expiration of
            Restricted Period for such Restricted Shares.

8.    FORFEITURE; COMPLETION OF RESTRICTED PERIOD.

      (a)   If a Non-employee Director ceases to be a member of the Board for
            any reason other than as set forth in subparagraph 7(c), then all
            Restricted Shares and all Retained Distributions with respect
            thereto issued to such Non- employee Director to which the
            Restricted Period still applies shall be

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            forfeited to the Company and the Non-employee Director shall not
            have any rights (including dividend and voting rights) with respect
            to such forfeited Restricted Shares and Retained Distributions.

      (b)   Upon completion of the Restricted Period with respect to all or any
            portion of a Non-employee Director's Restricted Shares, and the
            satisfaction of any other applicable restrictions, terms and
            conditions, the affected Restricted Shares and any Retained
            Distributions with respect to such Restricted Shares shall become
            nonforfeitable. The Company shall promptly thereafter issue and
            deliver to the Non-employee Director stock certificates or
            instruments representing such Restricted Shares and Retained
            Distributions registered in the name of the Non-employee Director
            or, if deceased, his or her legatee, personal representative or
            distributee; provided, however, (i) such new stock certificates may
            be required to bear a restrictive legend, indicating that such
            shares have not been registered under the Securities Act or other
            legend deemed appropriate by the Company's counsel, and (ii) the
            Company may require, as a condition precedent to the issuance of any
            such certificates, that the Non-employee Director, or other person
            receiving such certificate, execute and deliver to the Company a
            letter, in a form satisfactory to the counsel for the Company, to
            the general effect that such shares are being acquired by such
            person for investment only and not with a view to distribution.

9.    ADJUSTMENT IN THE EVENT OF CHANGES OF COMMON STOCK.

      In the event of a recapitalization, stock split, stock dividend,
      combination or exchange of shares, merger, consolidation or liquidation or
      the like, the aggregate number and class of Restricted Shares available
      for grant under the Plan automatically shall be adjusted so that the total
      number of shares of Common Stock or other securities or property issuable
      under the Plan immediately following such event shall be the number of
      shares of Common Stock and other securities or property which, had all
      remaining shares of Common Stock available under the Plan been granted to
      a single holder immediately prior to such event, would be held or received
      by such holder immediately following such event.

10.   NON-ALIENATION OF BENEFITS.

      No Restricted Shares, Retained Distributions or rights or benefits under
      the Plan or Restricted Shares Agreement shall be subject to anticipation,
      alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
      encumbrance or charge, and any attempt to anticipate, alienate, sell,
      assign, hypothecate, pledge, exchange, transfer, encumber or charge the
      same shall be void. No Restricted Shares, Retained

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      Distributions or rights or benefits under the Plan or a Restricted Shares
      Agreement shall in any manner be liable for or subject to the debts,
      contracts, liabilities or torts of any person entitled to such right or
      benefit. If any Non-employee Director or beneficiary hereunder should
      attempt to anticipate, alienate, sell, assign, hypothecate, pledge,
      exchange, transfer, encumber or charge any Restricted Shares, Retained
      Distributions or any right or benefit hereunder or thereunder, then such
      Restricted Shares and related Retained Distributions automatically shall
      be forfeited and such right or benefit shall cease and terminate.

11.   APPOINTMENT OF ATTORNEY-IN-FACT.

      Upon the issuance of any Restricted Shares and the delivery by a
      Non-employee Director of the stock power referred to in subparagraph 7(e)
      hereof, such Non- employee Director shall be deemed to have appointed the
      Company, its successors and assigns, the attorney-in-fact of the
      Non-employee Director, with full power of substitution, for the purpose of
      carrying out the provisions of this Plan and taking any action and
      executing any instruments which such attorney-in-fact may deem necessary
      or advisable to accomplish the purposes hereof, which appointment as
      attorney-in-fact shall be irrevocable and coupled with an interest. The
      Company as attorney-in-fact for the Non-employee Director may, in the name
      and stead of the Non-employee Director, make and execute all conveyances,
      assignments and transfers of such Restricted Shares and Retained
      Distributions deposited with the Company, as said attorney-in-fact, shall
      do by virtue thereof. Nevertheless, the Non- employee Director shall, if
      so requested by the Company, execute and deliver to the Company all such
      instruments as may, in the judgment of the Company, be advisable for the
      purpose.

12.   AMENDMENT AND TERMINATION OF PLAN.

      Subject to the provisions of paragraph 6, the Committee may at any time
      terminate, modify or amend the Plan as it shall deem advisable; provided,
      however, that in no event may the Plan be amended more frequently than
      once every six months. Notwithstanding the foregoing, stockholder approval
      shall be obtained for any action with respect to the Plan to the extent
      required by applicable state or Federal rules, regulations or laws. No
      termination or amendment of the Plan shall adversely affect the rights of
      any Non-employee Director under any grant previously made.

13.   EXECUTION OF AGREEMENT.

      Each grant hereunder shall be contingent upon the execution by the
      Non-employee Director of a Restricted Shares Agreement pursuant to which
      such Non-employee Director shall agree in writing to the terms and
      conditions set forth in this Plan or

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      by counsel to the Company in order to comply with applicable Federal or
      state securities laws or other legal requirements.

14.   GOVERNMENT AND OTHER REGULATIONS.

      Notwithstanding any other provisions of the Plan, the obligations of the
      Company with respect to Restricted Shares and Retained Distributions shall
      be subject to all applicable laws, rules and regulations, and such
      approvals by any governmental agencies as may be required or deemed
      appropriate by the Company. The Company reserves the right to delay or
      restrict, in whole or in part, the issuance or delivery of Common Stock
      pursuant to any grants of Restricted Shares and Retained Distributions
      under the Plan until such time as:

      (a)   any legal requirements or regulations shall have been met relating
            to the issuance of such Restricted Shares and Retained Distributions
            or to their registration, qualification or exemption from
            registration or qualification under the Securities Act or any
            applicable state securities law; and

      (b)   satisfactory assurances shall have been received that such
            Restricted Shares when delivered will be duly listed on the New York
            Stock Exchange.

15.   NO RIGHT TO RENOMINATION.

      Nothing in the Plan or in any grant shall confer upon any Director the
      right to be nominated for reelection to the Board.

16.   NON-EXCLUSIVITY OF PLAN.

      Neither the adoption of the Plan by the Board, nor the submission of the
      Plan to the stockholders of the Company for approval, shall be construed
      as creating any limitation on the power of the Board to adopt such other
      incentive arrangements as it may deem desirable, including without
      limitation, the awarding of Common Stock otherwise than under the Plan,
      and such arrangements as may be either generally acceptable or applicable
      in specific cases.

17.   GOVERNING LAW.

      The Plan shall be governed by, and construed in accordance with, the laws
      of the State of Delaware.

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18.   INDEMNIFICATION OF THE COMMITTEE AND THE BOARD.

      With respect to administration of the Plan, the Company shall indemnify
      each present and future member of the Committee and the Board against, and
      each member of the Committee and the Board shall be entitled without
      further act on his or her part to indemnity from the Company for, all
      expenses (including the amount of judgments and the amount of approved
      settlements made with a view to the curtailment of costs of litigation,
      other than amounts paid to the Company itself) reasonably incurred by him
      or her in connection with or arising out of any action, suit, or
      proceeding in which he or she may be involved by reason of his or her
      being or having been a member of the Committee and/or the Board, whether
      or not he or she continues to be such member of the Committee and/or the
      Board at the time of incurring such expenses; provided, however, that such
      indemnity shall not include any expenses incurred by any such member of
      the Committee and/or the Board (i) in respect of matters as to which he or
      she shall be finally adjudged in any such action, suit or proceeding to
      have been guilty of gross negligence or willful misconduct in the
      performance of his or her duty as such member of the Committee and/or the
      Board, or (ii) in respect of any matter in which any settlement is
      effected to an amount in excess of the amount approved by the Company on
      the advice of its legal counsel; and provided further, that no right of
      indemnification under the provision set forth herein shall be available to
      or enforceable by any such member of the Committee and/or the Board
      unless, within 60 days after institution of any such action, suit or
      proceeding, he or she shall have offered the Company, in writing, the
      opportunity to handle and defend same at its expense. The foregoing right
      of indemnification shall inure to the benefit of the heirs, executors or
      administrators of each such member of the Committee and/or the Board and
      shall be in addition to all other rights to which such member of the
      Committee and/or the Board may be entitled as a matter of law, contract or
      otherwise.

19.   MISCELLANEOUS PROVISIONS.

      (a)   Except as to automatic grants to Non-employee Directors, no employee
            or other person shall have any claim or right to be granted
            Restricted Shares under this Plan.

      (b)   The expenses of the Plan shall be borne by the Company.

      (c)   By accepting any grant under the Plan, each Non-Employee Director
            and each personal representative or beneficiary and each other
            person claiming by, under or through him or her shall be
            conclusively deemed to have indicated his or her acceptance and
            ratification of, and consent to, any action taken under the Plan by
            the Company, the Board or the Committee.

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      (d)   Each grant of Restricted Shares to any person serving at the Grant
            Date as a Director shall be in consideration of past services of
            such Director. Each grant of Restricted Shares to a person who was
            not serving as a Director prior to the Grant Date shall be in
            consideration of such person's agreement to stand for election as or
            be considered for appointment as a director to serve as such if so
            elected or appointed. Each such grant shall be deemed to constitute
            a conclusive finding by the Board that such services or agreement,
            as applicable, have a value equal to or in excess of the value of
            such Restricted Shares, and constitute payment in full therefor. All
            authorized and unissued shares issued as Restricted Shares in
            accordance with the Plan shall be fully paid and nonassessable
            shares and free from preemptive rights. No Restricted Shares shall
            be issued for consideration having a value less than the par value
            of the Common Stock.

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