<PAGE>   1
                                                                    EXHIBIT 10.6


                           WEATHERFORD ENTERRA, INC.
                        RESTRICTED STOCK INCENTIVE PLAN
                AS AMENDED AND RESTATED THROUGH OCTOBER 5, 1995


         1.      INTRODUCTION AND STATEMENT OF PURPOSE.

         1.1     This Restricted Stock Incentive Plan (the "Plan") of
Weatherford Enterra, Inc. (the "Company"), for executive officers and other key
employees of the Company and certain related corporations ("Key Employees"), is
intended to advance the best interest of the Company (who may be members of the
Board of Directors) and those related corporations by providing those persons
who have significant ultimate responsibility for the management and planning of
the Company's operations and who directly influence the growth and profits of
the Company and those related corporations with additional opportunities for
meaningful capital accumulation, and by increasing their proprietary interest
in the success of the Company and those related corporations, encourage their
continued employment with the Company or those related corporations.  It is
desired that the benefits available under this Plan, when added to other
benefits payable to Key Employees, will furnish total compensation to those
employees which is competitive in the Company's industry.

         1.2     The Plan provides for two types of awards:  Restricted Share
grants and Performance Share grants (collectively called "Share Grants").
Restricted Share grants are designed to retain Key Employees in the employ of
the Company.  Performance Share grants are designed to reward long-term and
short- term performance of Key Employees, such as reducing the debt-equity
ratio of the Company, achieving certain operating and net income goals or stock
appreciation goals (long-term), or selling or acquiring certain business
assets, identifying and developing successor candidates for Key Employee
positions or raising equity for the Company (short-term).

         1.3     A Share Grant under the Plan could consist of a combination of
Restricted Shares and Performance Shares, or could consist of only one type of
shares, at the Committee's sole discretion.

         2.      ADMINISTRATION.

         2.1     The Plan shall be administered by a committee to be appointed
by the Board of Directors of the Company (hereinafter called the "Committee").
The Committee shall consist of not less than three members of the Board of
Directors, all of whom shall be "disinterested persons".  A "disinterested
person" is a person who at the time he exercises discretion with respect to the
award of a Share Grant is not, and for at least one year prior to that time has
not been, eligible to receive Share Grants under the Plan or under other
similar plans of the Company.  A majority of the Committee's members will
constitute a quorum and all determinations of the Committee will be made by a
majority of its members.





                                     - 1 -
<PAGE>   2
         2.2     The Committee is empowered to:

                 (a)      Make all determinations regarding individuals
         eligible to participate in the Plan, including prospective employees
         of the Company who, upon commencing employment, would be Key Employees
         of the Company (the "Key Employees");

                 (b)      Make all determinations and computations concerning
         the issuance of Restricted Shares and Performance Shares under the
         Plan and the number of shares to be granted to each Key Employee;

                 (c)      Cause the Company to enter into a written agreement
         with each Key Employee setting forth the terms and provisions of the
         Share Grant awarding the Restricted Shares and Performance Shares (the
         "Share Grant Agreement");

                 (d)      Make rules and regulations for the administration of
         the Plan which are not inconsistent with the terms and provisions
         hereof;

                 (e)      Construe and administer all terms, provisions,
         conditions and limitations of the Plan in good faith;

                 (f)      Make equitable adjustments for any mistakes or errors
         in the administration of the Plan or deemed by the Committee to be
         necessary as the result of any unusual situation or any ambiguity in
         the Plan; and

                 (g)      Select, employ and compensate, from time to time,
         such consultants, accountants, attorneys and other agents and
         employees as the Committee may deem necessary or advisable for the
         proper and efficient administration of the Plan.

         2.3     The foregoing list of express powers is not intended to be
either complete or exclusive, and the Committee shall, in addition, have such
powers, whether or not expressly authorized, which it may deem necessary,
desirable, advisable or proper for the supervision and administration of the
Plan.  Except as otherwise specifically provided herein, the decision or
judgment of the Committee on any question arising hereunder in connection with
the exercise of any of its powers shall be final, binding and conclusive upon
all parties concerned (including the Key Employee and any person claiming by,
through or under a Key Employee) and shall not be subject to review.

         3.      SHARES SUBJECT TO GRANT.

         3.1     The stock subject to the Share Grants and other provisions of
the Plan shall be shares of the Company's Common Stock, $.10 par value (the
"Stock").  The total amount of the Stock with respect to which Share Grants may
be granted shall not exceed in the aggregate 160,437 shares, except as provided
below.  Distributions of shares hereunder may, at the Committee's sole
discretion, be made from authorized but unissued shares or shares reacquired by
the Company and held as treasury shares.  Within such aggregate maximum number
of shares





                                     - 2 -
<PAGE>   3
there is no maximum number of such shares which may be issued as Restricted
Shares or Performance Shares.

         3.2     In the event that any Stock issued or granted under the Plan
shall be forfeited, for any reason, the aggregate number of additional shares
of Stock which may be issued or granted hereunder shall be increased by such
number of shares, and said shares of Stock so forfeited may again be the
subject of a Share Grant under the Plan.

         3.3     In the event that the issued and outstanding shares of the
Company's Stock should, as a result of any stock dividend, stock split or
spin-off, recapitalization, combination or exchange of shares, merger,
consolidation, acquisition of property or stock, separation, reclassification,
reorganization, liquidation, or other similar event, be increased or decreased
or changed into or exchanged for a different number or kind of share of stock
or other securities of the Company or of another corporation, the number and
class of additional shares or other securities which may be issued under the
Plan will be appropriately adjusted to reflect such action.  If any such
adjustment results in a fractional share of Stock being issuable under the
Plan, such fraction will be disregarded.

         4.      ELIGIBILITY.  The individuals who shall be eligible to receive
Stock under this Plan shall be such executive officers and other key employees
(who may be members of the Board of Directors) of the Company, or of any parent
or subsidiary corporation, as the Committee shall determine from time to time.
Any reference to a parent corporation shall mean a corporation which has actual
control of the Company through its direct or indirect ownership of not less
than 51 percent of each class of voting stock of the Company; and any reference
to a subsidiary corporation shall mean a corporation of which the Company owns,
directly or indirectly, not less than 40 percent of each class of voting stock.

         5.      SHARE GRANTS.

         5.1     The Committee may cause the Company to issue, from time to
time, Restricted Shares or Performance Shares to, and enter into Share Grant
Agreements with, such Key Employees as the Committee, in its sole discretion,
may determine and designate.  Subject to the final authority of the Committee,
the selection of the Key Employees may be based on recommendations of the
Company's Chief Executive Officer.

         5.2     If the Committee decides to make a Share Grant, the Committee
will designate the number of shares of Stock to be issued; whether the shares
will be Restricted Shares or Performance Shares or a combination of the two
types of shares; the nature of the restrictions on the Key Employee's ownership
of the shares; the time or times at which the restrictions on ownership will be
removed; the condition or conditions upon which the restrictions on ownership
will be removed; and such other terms and provisions, not inconsistent with the
Plan, as the Committee deems appropriate.  The terms and provisions of the
Share Grant will be set forth in a Share Grant Agreement.





                                     - 3 -
<PAGE>   4
         5.3     If the Committee decides to award Performance Shares to a Key
Employee, in addition to the other terms and provisions of the Share Grant
Agreement, the Committee will determine the Key Employee's performance
objectives and specify the times within the Performance Period at which the Key
Employee's performance will be evaluated.

         5.4     The Committee will designate at the time of each Share Grant
the commencement date and length of the Performance Period.  Performance
Periods with respect to Restricted Shares generally will be four years,
although the Committee will have the discretion to designate a different length
for a Performance Period, not less than three nor more than five years.
Performance Periods with respect to Performance Shares will be determined by
the nature of the applicable performance objectives and achievement thereof but
in no event less than six months nor more than eight years.

         5.5     The Committee shall have the authority to make a Share Grant
to a Key Employee at any time; however, the Committee generally will commence a
Share Grant for a Key Employee only one time per year.

         6.      OWNERSHIP AND RESTRICTIONS ON OWNERSHIP OF SHARES.

         6.1     The Key Employee will own the shares of Stock from the date of
the Share Grant, subject to the restrictions on ownership and other terms and
provisions designated by the Committee and set forth in the Share Grant
Agreement.

         6.2.    The Committee will determine whether a stock certificate
representing part or all of the shares granted under the Plan will be issued to
the Key Employee at the commencement of a Performance Period or at any time
prior to the unrestricted ownership of the shares vesting in the Key Employee.
In the event this occurs, the stock certificate will contain a legend
restricting the sale, exchange, transfer, assignment, pledge or other
disposition of the shares.  In addition, the Committee will determine whether a
Key Employee will have the right to vote any of the shares prior to the
ownership restrictions being removed.  The Committee will also determine
whether the Key Employee will have the right to receive any dividends paid on
any of such shares prior to the ownership restrictions being removed or whether
such dividends will be accrued and paid to the Key Employee only when the
restrictions on his ownership of the shares are removed.

         6.3     All shares of Stock granted pursuant to the Plan will be
subject to restrictions on ownership when granted, and a Key Employee will not
be able to sell, exchange, transfer, assign, pledge or otherwise dispose of
such shares until the restrictions on ownership are removed by the Committee in
accordance with the terms and provisions of the Plan and the Share Grant
Agreement.  Further, the Key Employee may not assign, transfer or otherwise
dispose of any right or interest under the Share Grant Agreement, except as
provided therein.

         7.      REMOVAL OF RESTRICTIONS ON OWNERSHIP OF SHARES.

         7.1     The Committee will determine, in its sole discretion, when the
restrictions on ownership of the shares of stock granted under this Plan will
be removed.





                                     - 4 -
<PAGE>   5
         7.2     The restrictions on the Key Employee's ownership of any
Restricted Shares will be removed on all such shares at the end of a
Performance Period or on a certain portion of such shares at times designated
by the Committee (such as annually).  The Key Employee generally must be
employed by the Company at the designated time (or times) in order for the
restrictions to be removed, although the Committee can provide otherwise.  In
the event the Key Employee's employment by the Company terminates prior to the
ownership restrictions on the Restricted Shares being removed, the Key Employee
will, upon the request of the Committee, for no consideration, forfeit all
Restricted Shares which remain subject to such restrictions and surrender to
the Company all stock certificates representing such shares, if any have been
issued and delivered to him.

         7.3     The restrictions on the Key Employee's ownership of any
Performance Shares will be removed upon the achievement of the Key Employee's
performance objectives or at the end of the Performance Period, unless the
Committee has specified otherwise, provided that the Key Employee is still
employed by the Company.  In the event the Key Employee's employment with the
Company terminates prior to his achieving his performance objectives or prior
to the end of the Performance Period, the Key Employee will, upon the request
of the Committee, for no consideration, forfeit all or part, as applicable, of
the Performance Shares which remain subject to ownership restrictions and
surrender to the Company all stock certificates representing such shares, if
any have been issued and delivered to him.

         8.      HOLDING PERIOD.  Notwithstanding any other provision hereof,
any shares of stock granted hereunder must be held by the Key Employee for at
least six months prior to sale, assignment, transfer or exchange, and any
attempt to sell, assign, transfer or exchange such shares during the six months
after grant shall be void.

         9.      DEATH OR DISABILITY.

         9.1     Should a Key Employee's employment be terminated by death or
total and permanent disability prior to the removal of the ownership
restrictions on any shares of stock granted hereunder, the Committee has the
right to remove the restrictions on part or all of such shares.  The Committee
will determine, in its sole discretion, whether and on which shares the
restrictions should be removed, based on the length of service the Key Employee
has in the Performance Period, the Key Employee's performance during the
Performance Period and such other matters as the Committee deems relevant.

         9.2     For purposes of the Plan, the Committee shall determine, in
the exercise of its discretion, whether or not a Key Employee is totally and
permanently disabled for purposes of the Plan and the date such disability (if
any) commenced.  Any such determinations by the Committee shall be conclusive
and binding on the Key Employee and any person claiming by, through or under
the Key Employee.  Any determination of total and permanent disability and of
the commencement date thereof will be made on the basis of medical reports and
other evidence satisfactory to the Committee and in accordance with a uniform,
non-discriminatory policy applied by the Committee.  However, such
determinations will not be binding on the Company or any Key Employee with
respect to any other employee benefit or other plan or insurance policy





                                     - 5 -
<PAGE>   6
wherein such determinations may be relevant, and need not be consistent with
any determinations made under any such other plan or insurance policy.

         10.     EARLY RETIREMENT.  Should a Key Employee take early retirement
at the convenience of the Company prior to the removal of the ownership
restrictions on any shares of stock granted hereunder, the Committee has the
right to remove the restrictions on part or all of the shares.  The Committee
will determine, in its sole discretion, whether and on which shares the
restrictions should be removed, based on the length of service the Key Employee
has in the Performance Period, the Key Employee's performance during the
Performance Period and such other matters as the Committee deems relevant.

         11.     CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.  Notwithstanding
any other provision of the Plan to the contrary, in the event of a Change of
Control (as defined below) occurs, all restrictions to which the Key Employee's
Restricted Shares or Performance Shares remained subject at such time shall
automatically terminate and such shares shall become fully vested and
transferable.  The Company shall promptly deliver to the Key Employee stock
certificates for such shares without the legend restricting the sale, exchange,
transfer, assignment, pledge or other disposition, other than as may be
required by applicable Securities laws.  For purposes of this paragraph, a
"Change of Control" shall mean:

                 (a)      The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 30 percent of more of either (i) the then
         outstanding shares of common stock of the Company (the "Outstanding
         Company Common Stock") or (ii) the combined voting power of the then
         outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company
         Voting Securities"); provided, however that for purposes of this
         subsection (a), the following acquisitions shall not constitute a
         Change of Control:

                          (i)    any acquisition directly from the Company,

                          (ii)   any acquisition by the Company,

                          (iii)  any acquisition by any employee benefit plan
         (or related trust) sponsored or maintained by the Company or any
         corporation controlled by the Company, or

                          (iv)   any acquisition by any corporation pursuant to
         a transaction which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this Section 11; or

                 (b)      Individuals, who, as of the date hereof, constitute
         the Board (the "Incumbent Board") cease for any reason to constitute
         at least a majority of the Board; provided, however, that any
         individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Company's stockholders,
         was approved





                                     - 6 -
<PAGE>   7
         by a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual was a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board; 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 Company Common Stock and Outstanding
         Company 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 Company Common Stock and the Outstanding Company 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, 30 percent or more of, respectively, the then
         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 or dissolution of the Company.

         12.     EMPLOYMENT OR AFFILIATION OBLIGATION.  The making of a Share
Grant shall not impose upon the Company or any parent or subsidiary corporation
any obligation to employ or continue to employ a Key Employee, and the right of
the Company or any parent or subsidiary corporation to terminate the employment
of any person shall not be diminished or affected by reason of the fact that a
Share Grant has been granted to him.





                                     - 7 -
<PAGE>   8
         13.     AMENDMENT OR TERMINATION OF PLAN.

         13.1    The Board of Directors, without approval of or notice to the
Key Employees, may modify or amend this Plan at any time it deems advisable;
provided, however, that without stockholder approval the Board of Directors may
not (i) except as permitted in the case of stock splits and other
recapitalizations, materially increase the aggregate number of shares which may
be granted pursuant to the provisions of the Plan; (ii) materially increase the
benefits accruing to the Key Employees under the Plan; or (iii) materially
modify the requirements as to eligibility for participation in the Plan.

         13.2    The Board of Directors, without approval of or notice to the
Key Employees, may terminate the Plan at any time.

         13.3    Any amendment or termination of the Plan shall not affect
shares already issued or Share Grant Agreements already executed, without the
consent of the Key Employee.  In each case where the Board of Directors
determines it to be appropriate or is advised by counsel that such approval is
required, an amendment or termination of the Plan shall be submitted to the
stockholders of the Company for approval.

         14.     MISCELLANEOUS PROVISIONS.

         14.1    As a condition to the issuance of shares hereunder, the
Company may require the Key Employee receiving such shares to represent and
warrant at the time of issuance that the shares are being acquired only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such representation is required
under the Securities Act of 1933, or any other applicable law, regulation or
rule of any governmental authority.

         14.2    During the term of the Plan, the Company will at times reserve
and keep available, or have authorized but unissued, such number of shares of
Stock as shall be sufficient to satisfy the requirements of the Plan.  The
inability of the Company to obtain from any regulatory body having
jurisdictional authority deemed by the Company's counsel to be necessary to the
lawful issuance of Stock hereunder shall relieve the Company of any liability
in respect of the non-issuance of such Stock as to which such requisite
authority shall not have been obtained.

         14.3    Until the issuance of a stock certificate for Restricted
Shares or Performance Shares, as appropriate, to a Key Employee (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive cash dividends or
other distributions or any other rights as a stockholder of the Company shall
exist with respect to such Restricted Shares or Performance Shares,
notwithstanding the grant of such shares, the execution of a Share Grant
Agreement, or the occurrence of any event or the passing of any period of time
giving rise to a right in the Key Employee to receive unrestricted ownership of
such shares under the Share Grant Agreement.  No adjustment will be made for
any cash dividend or other distribution or other rights for which the record
date is prior to the date the stock certificates representing such Restricted
Shares or Performance Shares are issued, except





                                     - 8 -
<PAGE>   9
as otherwise expressly determined by the Committee.  The Company shall endeavor
in good faith to issue stock certificates for Restricted Shares or Performance
Shares which are authorized to be issued under the Plan as promptly as
practicable.  However, neither the Company, the Committee or any member
thereof, any transfer agent nor any other person shall have any liability to
any Key Employee (or to any person claiming by, through or under any Key
Employee) as the result of any delay in the issuance of any such certificates,
including delays resulting from the negligence or willful misconduct of any
such person or entity.

         14.4    Notwithstanding anything to the contrary contained in this
Plan or any Share Grant Agreement entered into hereunder, any Share Grant made
under this Plan shall be granted subject to the approval of this Plan by the
affirmative vote of the holders of a majority of the Stock of the Company
present or represented and entitled to vote at a meeting duly called and held
for such purpose in accordance with applicable Delaware law.  No Share Grant
Agreement entered into under this Plan nor any Share Grant made under this Plan
shall create any obligation in the Company prior to such approval.  In the
event that the holders of a majority of the Stock of the Company do not so
approve this Plan, any and all Share Grant Agreements theretofore entered into
shall thereupon terminate and shall be void and of no force and effect and no
Restricted Shares or Performance Shares shall be issued thereunder.

         14.5    Any and all taxes payable with respect to income to a Key
Employee resulting from the grant of Restricted Shares or Performance Shares
hereunder shall be the sole responsibility of the Key Employee, not of the
Company, whether or not the Company shall have withheld or collected from the
Key Employee any sums required to be so withheld or calculated in respect of
such income, and whether or not any sums so withheld or collected shall be
sufficient to provide for any such taxes.  The Company or any parent or
subsidiary corporation shall be entitled to deduct from other compensation
payable to each Key Employee any sums required by federal, state or local tax
law to be withheld with respect to the grant of Restricted Shares or
Performance Shares hereunder; but, in the alternative, the Company may require
the Key Employee to pay such sums directly to the employer corporation.  If the
Key Employee elects to pay such sums directly, written notice of that election
shall be delivered prior to the ownership restrictions on such Shares being
removed and, whether pursuant to such election or pursuant to a requirement
imposed by the Company, payment in cash or by check of such sums for taxes
shall be delivered within ten days after the date on which ownership
restrictions on such shares are removed.  In addition, any such sums may be
satisfied by the Key Employee in shares of Stock, at the discretion of the
Committee, if the Key Employee instructs the Company in writing at or before
the time the ownership restrictions on such shares are removed to withhold from
the shares that number of shares having a value equal to the amount necessary
to satisfy the sums required by federal, state or local tax law or if the Key
Employee delivers to the Company that number of shares of Stock having a value
equal to such amount.  The number of shares required to satisfy such taxes will
be calculated based on the fair market value of the Stock determined in
accordance with the procedures established by the Committee.

         14.6    The Company shall be entitled but shall have no obligation to
cause the shares of Stock issuable hereunder to be registered under the
Securities Act.





                                     - 9 -
<PAGE>   10
         15.     INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.
With respect to administration of the Plan, the Company shall indemnify each
present and future member of the Committee and the Board of Directors against,
and each member of the Committee and the Board of Directors shall be entitled
without further act on his 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 in connection with or arising
out of any action, suit or proceeding in which he may be involved by reason of
his being or having been a member of the Committee and the Board of Directors,
whether or not he continues to be such member of the Committee and the Board of
Directors 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 the Board of Directors (i) in respect of matters as to which he
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 duty
as such member of the Committee and the Board of Directors, or (ii) in respect
of any matter in which any settlement is effected in 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 provisions set forth herein
shall be available to or enforceable by any such member of the Committee and
the Board of Directors unless, within 60 days after institution of any such
action, suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own 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 the Board of Directors
and shall be in addition to all other rights to which such member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.

         16.     EFFECT OF AMENDMENTS.  This Restricted Stock Incentive Plan,
as amended through October 5, 1995, constitutes a complete amendment and
restatement of such Plan.  Any Share Grant granted under the Plan shall be
subject to the terms of the Plan as in effect at the time the Share Grant is
granted; provided, however, that by agreement between the Committee and the Key
Employee, any such Share Grant may be amended to incorporate and become subject
to the provisions of the Plan as amended through a date which is subsequent to
the date on which the Share Grant was granted.

         17.     EFFECTIVE DATE OF PLAN.  The Plan, effective March 18, 1987,
is of perpetual duration.





                                     - 10 -