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                                                                EXHIBIT 10.8(a)





                                   [UPR LOGO]











                      1995 DIRECTORS STOCK INCENTIVE PLAN

                                       OF

                       UNION PACIFIC RESOURCES GROUP INC.

                                AND SUBSIDIARIES




                         -----------------------------


                              AMENDED AND RESTATED
                            EFFECTIVE JULY 14, 1998










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                       UNION PACIFIC RESOURCES GROUP INC.
                      1995 DIRECTORS STOCK INCENTIVE PLAN
                 (amended and restated effective July 14, 1998)


The purposes of the Union Pacific Resources Group Inc. 1995 Directors Stock
Incentive Plan, as amended and restated effective July 14, 1998 (the "Plan"),
formerly known as the Union Pacific Resources Group Inc. 1995 Stock Option
Plan, are to foster and promote the long term financial success of Union
Pacific Resources Group Inc. (the "Company") by (a) attracting and retaining
directors who are not employees of the Company or any of its subsidiaries
("Non-Employee Directors") of outstanding ability by providing for the grant of
nonqualified stock options and other forms of equity-based compensation; (b)
providing Non-Employee Directors with compensation opportunities which are
competitive with other corporations; and (c) enabling such Directors to
participate in such financial success of the Company by encouraging them to
become owners of the common stock of the Company. The Company believes that the
Plan will cause the participants to contribute materially to the growth of the
Company, thereby benefitting the Company's stockholders, and will align the
economic interests of the participants with those of the stockholders.

1.       ADMINISTRATION.

         This Plan shall be administered by the Compensation and Corporate
         Governance Committee (the "Committee") consisting of not less than
         three persons appointed by the Board of Directors of the Company.
         Subject to the foregoing, the Committee's interpretations of the Plan,
         including factual determinations and all determinations made by the
         Committee pursuant to the powers vested in it hereunder shall be
         conclusive and binding.

2.       ELIGIBILITY FOR PARTICIPATION.

         Only Non-Employee Directors shall be eligible to participate in the
         Plan ("Participants").

3.       GRANTS.

         Incentives under the Plan shall consist of nonqualified stock options
         or such other forms of equity-based compensation as the Board of
         Directors of the Company may prescribe ("Grants"). All Grants shall be
         subject to the terms and conditions set forth herein and to those
         other terms and conditions consistent with this Plan as the Committee
         deems appropriate and as are specified in writing by the Committee to
         the Participant (the "Grant Letter"). The Committee shall approve the
         form and provisions of each Grant Letter to each Participant;
         provided, however, that Grants to Participants made pursuant
         to Section 


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         5 (which Grants shall be made in the form of nonqualified stock
         options) shall be made only in accordance with the provisions of
         Section 5.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      Subject to the adjustment specified below, the aggregate
                  number of shares of common stock of the Company ("Company
                  Stock") that have been or may be issued or transferred under
                  the Plan is 1,000,000 shares. The shares may be authorized
                  but unissued shares of Company Stock or reacquired shares of
                  Company Stock, including shares repurchased by the Company on
                  the open market. If and to the extent options granted under
                  the Plan terminate, expire, or are canceled without having
                  been exercised, the shares subject to such option shall again
                  be available for purposes of the Plan.

         (b)      In the event of a recapitalization, stock split, stock
                  dividend, combination or exchange of shares, merger,
                  consolidation, rights offering, separation, spin-off,
                  reorganization or liquidation, or any other change in the
                  corporate structure or shares of the Company, the Board, upon
                  recommendation of the Committee, shall make such equitable
                  adjustments as it may deem appropriate in the number and kind
                  of shares authorized by the Plan, in the option price of
                  outstanding Grants, and in the number and kind of shares or
                  other securities or property subject to Grants or covered by
                  outstanding Grants.

5.       GRANTS TO PARTICIPANTS.

         (a)      NUMBER OF SHARES.

                  (i)      INITIAL GRANT -- Each Non-Employee Director who is a
                           Participant as of March 5, 1997, (the "Date of
                           Initial Grant") shall receive a Grant to purchase
                           52,000 shares of Company stock.

                  (ii)     SUBSEQUENT GRANTS -- Each Non-Employee Director who
                           becomes a Participant subsequent to the Date of
                           Initial Grant shall receive as of the date he or she
                           is elected to the Board (the "Date of Subsequent
                           Grant"), a Grant to purchase shares of Company Stock
                           in an amount equal to the product (rounded to the
                           nearest full share) of 52,000 shares multiplied by a
                           fraction. The numerator of the fraction shall be the
                           lesser number of years (including partial years)
                           between the Participant's Date of Subsequent Grant
                           and (A) March 5, 2007, or (B) the date the
                           Non-Employee Director would be required to retire
                           from the Board in accordance with the Company's
                           retirement policy for Directors. The denominator of
                           the

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                           fraction shall be 10. The number of years in the
                           numerator shall be determined by counting the number
                           of full and partial 12-month periods between the
                           Participant's Date of Subsequent Grant and the
                           relevant date in (A) or (B), with any partial
                           12-month period determined by rounding any partial
                           month to a full month.

                  (iii)    DATE OF GRANT -- With respect to a Grant made to an
                           individual Participant, the date as of which such
                           Grant was made shall, for purposes of this Plan, be
                           considered the Participant's "Date of Grant".

         (b)      OPTION PRICE AND OPTION EXERCISE PERIOD. The purchase price
                  of Company Stock subject to such Grants shall be the fair
                  market value of a share of such stock as of the Participant's
                  Date of Grant (the "Option Price"). The "fair market value"
                  of Company Stock shall be the average of the high and low
                  trading prices of a share of Company Stock on that date as
                  reported in The Wall Street Journal listing for consolidated
                  trading for New York Stock Exchange issues. Each Grant shall
                  have an exercise period commencing with the Participant's
                  Date of Grant and ending with March 5, 2008 (the "Option
                  Exercise Period").

         (c)      VESTING OF OPTIONS.

         (i)      (A) With respect to Participants who received options on the 
                      Date of Initial Grant, their Grants shall vest (and the
                      options thereunder shall become exercisable) at the rate
                      of 5,200 shares per year, commencing with the first
                      anniversary of the Initial Date of Grant.

                      
                  (B) With respect to a Participant who received options on a
                      Date of Subsequent Grant, the Grant shall vest (and the
                      options thereunder shall become exercisable) as follows:
                      The first vesting date with respect to such Grant shall
                      be the second March 5th following the Participant's Date
                      of Subsequent Grant and, on such date, the Participant
                      shall be entitled to exercise options on the following
                      number of shares: the sum of (I) 5,200 plus (II) the
                      product (rounded to full shares) of 433.33 shares
                      multiplied by the number of months (rounding any partial
                      month to a full month) between his or her Date of
                      Subsequent Grant and the March 5th immediately following
                      his or her Date of Subsequent Grant. Thereafter, on each
                      March 5th subsequent to the Participant's first vesting
                      date, the Participant's Grant shall vest at the rate of
                      5,200 shares per year.


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         (ii)     Notwithstanding (c)(i), the following special exceptions
                  shall apply: A Participant's Grant shall immediately vest
                  (and the options thereunder shall become exercisable) if any
                  of the following occurs while the Participant is a member of
                  the Board: the Participant dies, the Participant suffers a
                  major disability which results in his or her departure or
                  removal from the Board, the Company undergoes a change of
                  control (as defined in the Participant's Grant Letter), or
                  the Participant is required to retire from the Board in
                  accordance with the Company's retirement policy for
                  directors.

(d)      MANNER OF EXERCISE. A Participant may exercise a Grant by delivering a
         notice of exercise to the Secretary of the Company with accompanying
         payment of the Option Price. Such notice may instruct the Company to
         deliver shares of Company Stock due upon the exercise of the Grant to
         any registered broker or dealer designated by the grantee ("Designated
         Broker") in lieu of delivery to the grantee. Such instruction must
         designate the account into which the shares are to be deposited.

(e)      SATISFACTION OF OPTION PRICE. A Participant shall pay the Option Price
         in cash or previously acquired Company Stock. Shares of Company Stock
         shall not be issued or transferred upon exercise of a Grant until the
         Option Price is fully paid.

(f)      TERMINATION OF RELATIONSHIP WITH THE COMPANY OR DEATH.

         (i)      In the event a Participant ceases to serve as a Non-Employee
                  Director for any reason other than death or major disability,
                  any Grant made pursuant to this Section which is otherwise
                  exercisable by the Participant shall terminate, unless
                  exercised within 180 days (or, if the Participant is required
                  to retire from the Board in accordance with the Company's
                  retirement policy for Directors, five years) of the date on
                  which the Participant ceases to serve as a Non-Employee
                  Director, but in any event no later than the date of
                  expiration of the Option Exercise Period. All other Grants
                  shall be immediately forfeited.

         (ii)     In the event of the death of the Participant while serving as
                  a Non-Employee Director, any Grant made pursuant to this
                  Section which was otherwise exercisable by the Participant at
                  the date of death may be exercised by the individual's
                  personal representative at any time prior to the expiration
                  of five years from the date of death, but in any event no
                  later than the date of expiration of the Option Exercise
                  Period. In the event of the death of the Participant after
                  the date on which the individual ceases to be a Non-Employee
                  Director, any Grant made pursuant to this Section which was
                  otherwise exercisable by the Participant at the date of death
                  may 



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                  be exercised by the individual's personal representative at
                  any time prior to the expiration of the remainder of the
                  applicable period set forth in Section 5(f)(i) above.

         (iii)    In the event a Participant suffers a major disability which
                  results in his or her departure or removal from the Board,
                  any Grant made pursuant to this Section which was otherwise
                  exercisable by the Participant at the date of such disability
                  may be exercised by the Participant (or, if the Participant
                  is not legally competent, by his or her personal
                  representative) at any time prior to the expiration of five
                  years from the date of such disability, but in any event no
                  later than the date of expiration of the Option Exercise
                  Period. In the event the Participant suffers a major
                  disability after the date on which the individual ceases to
                  be a Non-Employee Director, any Grant made pursuant to this
                  Section which was otherwise exercisable by the Participant at
                  the date of such disability may be exercisable by the
                  Participant (or, if the Participant is not legally competent,
                  by his or her personal representative) at any time prior to
                  the expiration of the remainder of the applicable period set
                  forth in Section 5(f)(i) above.

6.       TRANSFERABILITY OF OPTIONS.

         Only a Participant or the Participant's authorized legal
         representative may exercise rights under a Grant of an option. Such
         persons may not transfer those rights except by will or by the laws of
         descent and distribution or, if permitted under Rule 16b-3 of the
         Exchange Act and if permitted in any specific case by the Committee in
         their sole discretion, pursuant to a domestic relations order as
         defined under the Code or Title I of ERISA or the regulations
         thereunder. When a Participant dies, the personal representative or
         other person entitled to succeed to the rights of the Participant (a
         "Successor Grantee") may exercise such rights. A Successor Grantee
         must furnish proof satisfactory to the Company of his or her right to
         receive the Grant under the Participant`s will or under the applicable
         laws of descent and distribution. Notwithstanding the foregoing, a
         Participant shall be permitted to transfer a Grant of options (whether
         or not then exercisable) to (a) any member or members of his or her
         immediate family (spouse, children or grandchildren, including step
         and adopted children and grandchildren), (b) a trust, the
         beneficiaries of which consist exclusively of members of the
         Participant's immediate family, (c) a partnership, the partners of
         which consist exclusively of the Participant's immediate family, or
         (d) any similar entity created for the exclusive benefit of the
         Participant's immediate family. For purposes of the preceding
         sentence, any remote, contingent interests of persons other than
         members of the Participant's immediate family shall be disregarded.
         The Committee or its designee must approve the form of any transfer of
         a Grant to or for the benefit of any immediate family member or
         members before such transfer shall be recognized as valid hereunder.




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7.       AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      AMENDMENT. The Board of Directors of the Company, by written
                  resolution, may amend or terminate the Plan at any time;
                  provided, however, that the Board of Directors shall not
                  amend the Plan without the approval of the stockholders of
                  the Company, if such approval is necessary in order to comply
                  with the requirements of the New York Stock Exchange.

         (b)      TERMINATION OF PLAN. The Plan shall terminate on March 5,
                  2008, unless terminated earlier by the Board of Directors of
                  the Company or unless extended by the Board.

         (c)      TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A
                  termination or amendment of the Plan that occurs after a
                  Grant is made shall not result in the termination or
                  amendment of the Grant unless the grantee consents or unless
                  the Committee acts under Section 13(a). The termination of
                  the Plan shall not impair the power and authority of the
                  Committee with respect to an outstanding Grant. Whether or
                  not the Plan has terminated, an outstanding Grant may be
                  terminated or amended under Section 13(a) or may be amended
                  by agreement of the Company and the grantee consistent with
                  the Plan.

8.       FUNDING OF THE PLAN.

         This Plan shall be unfunded. The Company shall not be required to
         establish any special or separate fund or to make any other
         segregation of assets to assure the payment of any Grants under this
         Plan. In no event shall interest be paid or accrued on any Grant,
         including unpaid installments of Grants.

9.       RIGHTS OF NON-EMPLOYEE DIRECTORS.

         Nothing in this Plan shall entitle any individual or other person to
         any claim or right to a Grant under this Plan. Neither this Plan nor
         any action taken hereunder shall be construed as giving any individual
         any rights to be retained by or in the employ of the Company.

10.      REQUIREMENTS FOR ISSUANCE OF SHARES.

         No Company Stock shall be issued or transferred upon exercise of any
         Grant hereunder unless and until all legal requirements applicable to
         the issuance or transfer of such Company Stock have been complied with
         to the satisfaction of the Committee. The Committee shall have the
         right to condition any Grant made to any Non-Employee Director
         hereunder on such Director's undertaking in writing to comply with
         such 




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         restrictions on subsequent disposition of such shares of Company
         Stock as the Committee shall deem necessary or advisable as a result
         of any applicable law, regulation or official interpretation thereof,
         and certificates representing such shares may be legended to reflect
         any such restrictions.

11.      HEADINGS.

         Section headings are for reference only. In the event of a conflict
         between a title and the content of a Section, the content of the
         Section shall control.

12.      EFFECTIVE DATE.

         This Plan shall be effective as of July 14, 1998 (the "Effective
         Date"). All Grants issued under the Plan as written prior to the
         Effective Date shall remain subject to the terms and conditions of
         such prior Plan.

13.      MISCELLANEOUS.

         (a)      COMPLIANCE WITH LAW. The Plan, the exercise of Grants and the
                  obligations of the Company to issue or transfer shares of
                  Company Stock under Grants shall be subject to all applicable
                  laws and to approvals by a governmental or regulatory agency
                  as may be required. With respect to persons subject to
                  Section 16 of the Exchange Act, it is the intent of the
                  Company that the Plan and all transactions under the Plan
                  comply with all applicable provisions of Rule 16b-3 or its
                  successors under the Exchange Act. The Committee may revoke
                  any Grant if it is contrary to law or modify a Grant to bring
                  it into compliance with any valid and mandatory government
                  regulation. The Committee may, in its sole discretion, agree
                  to limit its authority under this Section.

         (b)      OWNERSHIP OF STOCK. A grantee or Successor Grantee shall have
                  no rights as a stockholder with respect to any shares of
                  Company Stock covered by a Grant until the shares are issued
                  or transferred to the grantee or Successor Grantee on the
                  stock transfer records of the Company.

         (c)      DEFERRALS. Notwithstanding any provision herein to the
                  contrary, the Committee, under terms and conditions as it may
                  prescribe, may permit Participants to make elections, engage
                  in transactions or take any other action intended to defer
                  the receipt of compensation for federal income tax purposes
                  with respect to Grants made hereunder. Any such deferral
                  arrangement so established shall be maintained by the Company
                  on an unfunded and unsecured basis and any Participant who




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                  elects to defer under such arrangement shall, with respect to
                  any consequent obligation assumed by the Company, be a
                  general creditor of the Company.

         (d)      DISCRETIONARY GRANTS. The Board of Directors of the Company
                  may, from time to time during the term of this Plan, make
                  other Grants to Non-Employee Directors, in addition to the
                  Grants described in Section 5. Such additional Grants may
                  take the form of nonqualified stock options or such
                  additional other forms of equity-based compensation as the
                  Board may determine; provided, however, that the Board shall
                  not make any such Grants without the approval of the
                  stockholders of the Company if such approval is necessary in
                  order to comply with the requirements of the New York Stock
                  Exchange.

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