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                                                                    EXHIBIT 99.5

                         SUNSTONE HOTEL INVESTORS, INC.
                               1994 DIRECTORS PLAN

                                   ARTICLE ONE

                               GENERAL PROVISIONS


        I.        PURPOSE OF THE PLAN

                  A. This 1994 Directors Plan (the "Plan") is intended to
promote the interests of Sunstone Hotel Investors, Inc., a Maryland corporation
or any successor corporation (the "Corporation"), by offering non-employee
members of the Board the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

                  B. The Plan will become effective immediately upon the
execution and final pricing of the Underwriting Agreement for the initial public
offering of the Corporation's Common Stock. The execution date of such
Underwriting Agreement is hereby designated as the Effective Date of the Plan.

       II.        DEFINITIONS

                  A. For purposes of the Plan, the following definitions shall
be in effect:

                  BOARD:  the Corporation's Board of Directors.

                  CHANGE IN CONTROL: a change in ownership or control of the
Corporation effected through either of the following transactions:

                  a. the acquisition, directly or indirectly, by any person or
         related group of persons (other than the Corporation or a person that
         directly or indirectly controls, is controlled by, or is under common
         control with, the Corporation) of beneficial ownership (within the
         meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities pursuant to a tender or exchange
         offer made directly to the Corporation's stockholders which the Board
         does not recommend such stockholders to accept, or

                  b. a change in the composition of the Board over a period of
         thirty-six (36) consecutive months or less such that a majority of the
         Board members ceases, by reason of one or more contested elections for
         Board membership, to be 
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         comprised of individuals who either (A) have been Board members
         continuously since the beginning of such period or (B) have been
         elected or nominated for election as Board members during such period
         by at least a majority of the Board members described in clause (A) who
         were still in office at the time the Board approved such election or
         nomination.

                  CODE:  the Internal Revenue Code of 1986, as amended.

                  COMMON STOCK:  shares of the Corporation's common stock.

                  CORPORATE TRANSACTION: any of the following
stockholder-approved transactions to which the Corporation is a party:

                          a. a merger or consolidation in which the Corporation
         is not the surviving entity, except for a transaction the principal
         purpose of which is to change the state in which the Corporation is
         incorporated;

                          b. the sale, transfer or other disposition of all or
         substantially all of the assets of the Corporation in complete
         liquidation or dissolution of the Corporation; or

                          c. any reverse merger in which the Corporation is the
         surviving entity but in which securities possessing more than fifty
         percent (50%) of the total combined voting power of the Corporation's
         outstanding securities are transferred to a person or persons different
         from the persons holding those securities immediately prior to such
         merger.

                  EFFECTIVE DATE: August 10, 1995, the date on which the
Underwriting Agreement for the initial public offering of the Corporation's
Common Stock was executed and finally priced.

                  EMPLOYEE: an individual who performs services while in the
employ of the Corporation or one or more parent or subsidiary corporations,
subject to the control and direction of the employer entity not only as to the
work to be performed but also as to the manner and method of performance.

                  EXERCISE DATE: the date on which the Corporation shall have
received written notice of the exercise of an option granted pursuant to the
Automatic Option Grant Program of Article Two.

                  FAIR MARKET VALUE: the value per share of Common Stock
determined in accordance with the following provisions:


                                       2.
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                          a. If the Common Stock is at the time traded on the
         Nasdaq National Market, the Fair Market Value shall be the closing
         selling price per share on the date in question, as such price is
         reported by the National Association of Securities Dealers on the
         Nasdaq National Market or any successor system. If there is no reported
         closing selling price for the Common Stock on the date in question,
         then the closing selling price on the last preceding date for which
         such quotation exists shall be determinative of Fair Market Value.

                           b. If the Common Stock is at the time listed or
         admitted to trading on any national securities exchange, then the Fair
         Market Value shall be the closing selling price per share on the date
         in question on the securities exchange serving as the primary market
         for the Common Stock, as such price is officially quoted in the
         composite tape of transactions on such exchange. If there is no
         reported sale of Common Stock on such exchange on the date in question,
         then the Fair Market Value shall be the closing selling price on the
         exchange on the last preceding date for which such quotation exists.

                  1933 ACT:  the Securities Act of 1933, as amended.

                  1934 ACT: the Securities and Exchange Act of 1934, as amended
from time to time.

                  NON-STATUTORY OPTION: a stock option not intended to meet the
requirements of Code Section 422.

                  OPTIONEE: any person to whom an option is granted under the
Automatic Option Grant Program of Article Two.

                  PARTICIPANT: any person who receives a direct issuance of
Common Stock under the Automatic Stock Issuance Program of Article Three.

                  B. The following provisions shall be applicable in determining
the parent and subsidiary corporations of the Corporation:

                           Any corporation (other than the Corporation) in an
         unbroken chain of corporations ending with the Corporation shall be
         considered to be a PARENT of the Corporation, provided each such
         corporation in the unbroken chain (other than the Corporation) owns, at
         the time of the determination, stock possessing fifty percent (50%) or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in such chain.


                                       3.
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                          Each corporation (other than the Corporation) in an
         unbroken chain of corporations beginning with the Corporation shall be
         considered to be a SUBSIDIARY of the Corporation, provided each such
         corporation in the unbroken chain (other than the last corporation)
         owns, at the time of the determination, stock possessing fifty percent
         (50%) or more of the total combined voting power of all classes of
         stock in one of the other corporations in such chain.

      III.        STRUCTURE OF THE PLAN

                  A. Stock Programs. The Plan shall be divided into two (2)
separate components: the Automatic Option Grant Program specified in Article Two
and the Automatic Stock Issuance Program specified in Article Three. Under the
Automatic Option Grant Program, non-employee members of the Board will
automatically receive option grants to purchase shares of Common Stock at
periodic intervals over their period of Board service. Under the Automatic Stock
Issuance Program, non-employee members of the Board will automatically receive
direct issuances of Common Stock at periodic intervals over their period of
Board service.

                  B. General Provisions. Unless the context clearly indicates
otherwise, the provisions of Articles One and Four shall apply to both the
Automatic Option Grant Program and the Automatic Stock Issuance Program and
shall accordingly govern the interests of all individuals under the Plan.

       IV.        ELIGIBILITY

                  A. Eligible Directors. The individuals eligible to receive
automatic option grants and direct stock issuances pursuant to the provisions of
this Plan shall be limited to (i) those individuals who are serving as
non-employee members of the Board on the Effective Date, (ii) those individuals
who are first elected or appointed as non-employee Board members after the
Effective Date, whether through appointment by the Board or election by the
Corporation's stockholders, (iii) those individuals who continue to serve as
non-employee Board members at one or more annual stockholders meetings,
beginning with the 1995 Annual Meeting, whether or not such individuals
commenced Board service prior to the Effective Date, and (iv) those individuals
who cease to serve as non-employee Board members at any time after the Effective
Date but who are subsequently re-elected as non-employee Board members, whether
through appointment by the Board or election by the Corporation's stockholders.

                  With the exception of Mr. C. Robert Enever, a non-employee
Board member shall not be eligible to receive an automatic option grant or stock
issuance under this Plan if such individual is, on the date of the option grant
or direct stock issuance, an Employee of any parent or subsidiary of the
Corporation. Any non-employee Board member eligible to participate in the Plan
pursuant to the foregoing criteria shall be designated an Eligible Director.


                                       4.
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                  B. Limitation. An Eligible Director shall not be entitled to
receive any option grants or stock issuances under any other stock plan of the
Corporation (or its parent or subsidiaries) during his or her period of Board
service.

        V.        STOCK SUBJECT TO THE PLAN

                  A. Shares of Common Stock shall be available for issuance
under the Plan and shall be drawn from either the Corporation's authorized but
unissued shares of Common Stock or from reacquired shares of Common Stock,
including shares repurchased by the Corporation on the open market. The maximum
number of shares of Common Stock which may be issued over the term of the Plan
shall not exceed 150,000 shares, subject to adjustment from time to time in
accordance with the provisions of this Section V.

                  B. In no event shall the aggregate number of shares granted
pursuant to the Automatic Option Grant Program of Article Two and issued
directly pursuant to the Automatic Stock Issuance Program of Article Three
exceed 15,000 shares in any calendar year. Once this limitation is reached in
any calendar year, no further stock option grants or direct stock issuances will
be made under the Plan for the balance of that year. However, any Eligible
Directors who fail to receive their stock option grants or direct stock
issuances in any calendar year by reason of such limitation shall receive those
grants or issuances on the first trading day in the succeeding calendar year,
and such grants and issuances shall have priority over all other grants and
issuances to be made in that calendar year.

                  C. Should the number of shares which remain available for
issuance under the Plan not be sufficient for the automatic option grants and
stock issuances to be made at a particular time, then the available shares shall
be allocated proportionately among all the automatic option grants and stock
issuances to be made at that time.

                  D. Should one or more outstanding options under the Automatic
Option Grant Program expire or terminate for any reason prior to exercise in
full, then the shares subject to the portion of each option not so exercised
shall be available for subsequent issuance under the Plan. All share issuances
under the Plan shall reduce on a share-for-share basis the number of shares of
Common Stock available for subsequent issuance under the Plan. In addition,
should the exercise price of an outstanding option under the Automatic Option
Grant Program be paid with shares of Common Stock, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net number of
shares actually issued to the holder of such option.

                  E. Should any change be made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, then appropriate adjustments will be
made to (i) the 


                                       5.
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maximum number and/or class of securities available for issuance under the Plan,
(ii) the number and/or class of securities to be made the subject of each
subsequent automatic option grant and direct stock issuance, (iii) the number
and/or class of securities purchasable under each outstanding option and the
exercise price payable per share and (iv) the aggregate number and/or class of
securities which may be made the subject of automatic option grants and direct
stock issuances in any calendar year. Such adjustments to the outstanding
options are to be effected in a manner which shall preclude the dilution or
enlargement of rights and benefits under such options.

                                       6.
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                                   ARTICLE TWO

                         AUTOMATIC OPTION GRANT PROGRAM

        I.        GRANT DATES

                  Option grants shall be made under this Article Two on the
dates specified below:

                  A. Initial Grant.

                     1. On the date of the first Board meeting following the
first annual meeting of the Corporation's stockholders held after the Effective
Date, each individual serving as an Eligible Director on the Effective Date
shall automatically be granted on the date of such Board meeting a Non-Statutory
Option to purchase 1,500 shares of Common Stock upon the terms and conditions of
this Article Two, provided such individual continues to serve as an Eligible
Director through the date of such Board meeting.

                     2. Each individual who first becomes an Eligible Director
after the Effective Date shall automatically be granted, on the date of the
first Board meeting following the annual meeting of the Corporation's
stockholders at which such individual is first elected as a Board member by the
Corporation's stockholders, a Non-Statutory Option to purchase 1,500 shares of
Common Stock upon the terms and conditions of this Article Two, provided such
individual continues to serve as an Eligible Director through the date of such
Board meeting.

                  B. Annual Grant. On each anniversary of the later of (i) the
Effective Date or (ii) the date on which the Eligible Director was first elected
or appointed as a Board member, such individual shall automatically be granted a
Non-Statutory Option to purchase an additional 1,500 shares of Common Stock upon
the terms and conditions of this Article Two, provided such individual continues
to serve as an Eligible Director through such anniversary date.

                  C. Re-election Grant. Each Eligible Director who ceases to
serve on the Board at any time after the Effective Date but who is subsequently
re-elected to the Board, whether through appointment by the Board or election by
the Corporation's stockholders, shall automatically be granted, on the date of
the first Board meeting following the annual meeting of the Corporation's
stockholders at which such individual is re-elected as a Board member by the
stockholders, a Non-statutory Option to purchase 1,500 shares of Common Stock
upon the terms and conditions of this Article Two, provided such individual
continues to serve as an Eligible Director through the date of such Board
meeting.

                  D. The number of shares for which the automatic option grants
are to be made to each newly elected or continuing Eligible Director shall be
subject to periodic adjustment pursuant to the applicable provisions of Section
V.E. of Article One.


                                       7.
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       II.        EXERCISE PRICE

                  The exercise price per share of Common Stock subject to each
automatic option grant made under this Article Two shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the
automatic grant date.

      III.        PAYMENT

                  The exercise price shall be payable in one of the alternative
forms specified below:

                           1. full payment in cash or check made payable to the
         Corporation's order;

                           2. full payment in shares of Common Stock held for
         the requisite period necessary to avoid a charge to the Corporation's
         earnings for financial reporting purposes and valued at Fair Market
         Value on the Exercise Date;

                           3. full payment in a combination of shares of Common
         Stock held for the requisite period necessary to avoid a charge to the
         Corporation's earnings for financial reporting purposes and valued at
         Fair Market Value on the Exercise Date and cash or check made payable
         to the Corporation's order; or

                           4. full payment through a sale and remittance
         procedure pursuant to which the option holder shall provide concurrent
         irrevocable written instructions (i) to a Corporation-designated
         brokerage firm to effect the immediate sale of the purchased shares and
         remit to the Corporation, out of the sale proceeds available on the
         settlement date, sufficient funds to cover the aggregate exercise price
         payable for the purchased shares and (ii) to the Corporation to deliver
         the certificates for the purchased shares directly to such brokerage
         firm in order to complete the sale transaction.

       IV.        OPTION TERM

                  Each automatic grant under this Article Two shall have a
maximum term of ten (10) years measured from the automatic grant date and shall
accordingly terminate and cease to be outstanding for any option shares at the
close of business on the day immediately preceding the tenth (10th) anniversary
of the automatic grant date, unless sooner terminated in accordance with the
provisions of Section VIII of this Article Two.

        V.        EXERCISABILITY/VESTING

                                       8.
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                  Each automatic grant shall be immediately exercisable for any
or all of the option shares and shall remain so exercisable until the expiration
date of such option, whether or not the Optionee continues to serve as a Board
member. The option shares shall be fully vested.

       VI.        NON-TRANSFERABILITY

                  During the lifetime of the Optionee, each automatic option
grant shall be exercisable only by the Optionee and shall not be assignable or
transferable by the Optionee, other than a transfer of the option effected by
will or by the laws of descent and distribution following the Optionee's death.

      VII.        STOCKHOLDER RIGHTS

                  The holder of an automatic option grant under this Article Two
shall have none of the rights of a stockholder with respect to the shares
subject to that option until such individual shall have exercised the option and
paid the exercise price for the purchased shares.

     VIII.        CORPORATE TRANSACTION

                  A. Immediately following the consummation of a Corporate
Transaction, all automatic option grants outstanding under this Article Two
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation or its parent company.

                  B. Each outstanding option under this Article Two which is
assumed in connection with a Corporate Transaction shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply and pertain to
the number and class of securities which would have been issued to the option
holder in consummation of such Corporate Transaction, had such person exercised
the option immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to the exercise price payable per share, provided
the aggregate exercise price payable for such securities shall remain the same.
In addition, the class and number of securities available for issuance under the
Plan on both an aggregate and per calendar year basis following the consummation
of the Corporate Transaction shall be appropriately adjusted.

       IX.        REMAINING TERMS

                  The remaining terms and conditions of each automatic option
grant shall be as set forth in the form Automatic Stock Option Agreement
attached as Exhibit A.


                                       9.
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                                  ARTICLE THREE

                        AUTOMATIC STOCK ISSUANCE PROGRAM

        I.        AWARD DATES

                  Direct stock issuances shall be made under this Article Three
on the dates specified below:

                  A.       Initial Award.

                           1. Each individual serving as an Eligible Director of
the Corporation on the Effective Date shall automatically receive on such date a
direct stock issuance of 1,500 shares of Common Stock upon the terms and
conditions of this Article Three (the "Effective Date Awards").

                           2. Each individual who first becomes an Eligible
Director after the Effective Date, whether through election by the stockholders
or appointment by the Board, shall automatically receive, on the date of the
first Board meeting following the annual meeting of the Corporation's
stockholders at which such individual is first elected as a Board member by the
stockholders, a direct stock issuance of 1,500 shares of Common Stock upon the
terms and conditions of this Article Three, provided such individual continues
to serve as an Eligible Director through the date of such Board meeting.

                  B. Annual Award. On each anniversary of the later of (i) the
Effective Date or (ii) the date on which the Eligible Director was first elected
or appointed as a Board member, such individual shall automatically receive a
direct stock issuance of an additional number of shares of Common Stock,
provided such individual continues to serve as a Board member through such
anniversary date. The number of shares subject to each such additional stock
issuance shall be determined by dividing the dollar amount of Fifteen Thousand
Dollars ($15,000.00) by the Fair Market Value per share of Common Stock on the
issue date and rounding down to the next whole share.

                  C. Award on Re-election. Each Eligible Director who ceases to
serve on the Board at any time after the Effective Date but who is subsequently
re-elected to the Board whether through appointment by the Board or election by
the Corporation's stockholders shall, on the date of the first Board meeting
following the annual meeting of the Corporation's stockholders at which such
individual is first re-elected as a Board member by the stockholders,
automatically receive a direct stock issuance of an additional number of shares
of Common Stock, provided such individual continues to serve as an Eligible
Director through the date of such Board meeting. The number of shares subject to
such additional stock issuance shall be determined by dividing the 


                                       10.
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dollar amount of Fifteen Thousand Dollars ($15,000.00) by the Fair Market Value
per share of Common Stock on the issue date and rounding down to the next whole
share.

                  D. The number of shares for which the automatic stock
issuances are to be made to each newly elected or continuing Eligible Director
shall be subject to periodic adjustment pursuant to the applicable provisions of
Section V.E. of Article One.

       II.        CONSIDERATION

                  The shares of Common Stock issued under this Article Three
shall be issued in consideration for services rendered the Corporation by the
Participant.

      III.        VESTING PROVISIONS

                  A. Effective Date Awards. The shares of Common Stock issued
under this Article Three pursuant to the Effective Date Awards shall be fully
vested upon issuance.

                  B. Awards Made After the Effective Date.

                     1. The shares of Common Stock issued under this Article
Three after the Effective Date shall be unvested. Upon completion by the
Participant of six (6) months of service as a Board member following the award
date of the shares, such shares shall become fully vested shares of Common
Stock.

                     2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) the escrow provisions of Section V of this Article Three.

                     3. Should the Participant cease to remain in Board service
prior to the expiration of the six (6)-month period specified in Section III.B.1
of this Article Three, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares.

                  C. Stockholder Rights. The Participant shall have full
stockholder rights with respect to any shares of Common Stock issued to the
Participant under this Article Three whether or not the Participant's interest
in those shares is vested. Accordingly, the Participant shall have the right to
vote such shares and to receive any regular cash dividends paid on such shares.

                                      11.
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       IV.        CORPORATE TRANSACTION/CHANGE IN CONTROL

                  In the event of a Corporate Transaction or a Change in
Control, all of the shares of Common Stock issued under this Article Three shall
immediately vest in full.

        V.        SHARE ESCROW/LEGENDS

                  Unvested shares shall be held in escrow by the Corporation
until the Participant's interest in such shares vests.

       VI.        REMAINING TERMS

                  The remaining terms and conditions of each automatic direct
stock issuance made under this Article Three shall be as set forth in the form
Automatic Direct Stock Issuance Agreements attached as Exhibits B and Exhibit C,
with respect to the Effective Date Awards and the awards made after the
Effective Date, respectively.


                                       12.
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                                  ARTICLE FOUR

                            MISCELLANEOUS PROVISIONS

        I.        AMENDMENT OF THE PLAN

                  The provisions of this Plan, together with the automatic
option grants outstanding under Article Two, may not be amended at intervals
more frequently than once every six (6) months, other than to the extent
necessary to comply with applicable requirements of the Federal income tax laws
and regulations. However, no such amendment or modification shall adversely
affect rights and obligations with respect to options on unvested stock
issuances at the time outstanding under the Plan, unless the Optionee consents
to such amendment. In addition, the Board may not, without the approval of the
Corporation's stockholders, amend the Plan to (i) materially increase the
maximum number of shares issuable under the Plan, except for permissible
adjustments under Section V.E. of Article One, (ii) materially modify the
eligibility requirements for Plan participation or (iii) materially increase the
benefits accruing to Plan participants.

       II.        EFFECTIVE DATE AND TERM OF PLAN

                  A. The Plan was adopted by the Board on September 23, 1994 and
approved by the Corporation's stockholders on August 9, 1995. The Plan became
effective on August 10, 1995, the date on which the Underwriting Agreement with
respect to the initial public offering of the Corporation's Common Stock was
executed and finally priced.

                  B. On August 9, 1995, the Board approved an amendment to the
Plan to impose a six (6)-month vesting requirement on all shares issued under
the Automatic Stock Issuance Program after the Effective Date.

                  C. The Plan shall terminate upon the earliest to occur of (i)
September 22, 2004 unless sooner terminated by the Board and (ii) the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise of the automatic option grants made under the Automatic
Option Grant Program of Article Two or the direct issuance of shares under the
Automatic Stock Issuance Program of Article Three (whether vested or unvested).
If the date of termination is determined under clause (i) above, then any option
grants and unvested stock issuances outstanding on such date shall not be
affected by the termination of the Plan and shall continue to have force and
effect in accordance with the provisions of the instruments evidencing those
grants.


                                       13.
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      III.        CASH PROCEEDS

                  Any cash proceeds received by the Corporation from the sale of
shares pursuant to the automatic grants or stock issuances made under the Plan
shall be used for general corporate purposes.

       IV.        REGULATORY APPROVALS

                  A. The implementation of the Plan, the granting of any option
under the Automatic Option Grant Program, the issuance of Common Stock upon the
exercise of any such option and the issuance of Common Stock under the Automatic
Stock Issuance Program shall each be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options granted under it and the Common Stock issued
pursuant to it.

                  B. No shares of Common Stock or other assets shall be issued
or delivered under this Plan unless and until there shall have been compliance
with all applicable requirements of Federal and state securities laws and all
applicable listing requirements of any securities exchange on which the Common
Stock is then listed for trading.

        V.        NO IMPAIRMENT OF RIGHTS

                  No provision of the Plan shall in any way be construed or
interpreted so as to affect adversely or otherwise impair the right of the
Corporation or the stockholders to remove any Optionee or Participant from the
Board at any time in accordance with the provisions of applicable law.

       VI.        MISCELLANEOUS PROVISIONS

                  A. Except to the extent otherwise expressly provided in the
Plan, the right to acquire Common Stock or other assets under the Plan may not
be assigned, encumbered or otherwise transferred by any Optionee.

                  B. The provisions of the Plan relating to the exercise of
options shall be governed by the laws of the State of California without resort
to that State's conflict-of-laws rules, as such laws are applied to contracts
entered into and performed in such State.

                  C. The provisions of the Plan shall inure to the benefit of,
and be binding upon, the Corporation and its successors or assigns, whether by
Corporate Transaction or otherwise and the Optionees and Participants, the legal
representatives of their respective estates, their respective heirs or legatees
and their permitted assignees.


                                       14.
<PAGE>   15
                                    EXHIBIT A

                        AUTOMATIC STOCK OPTION AGREEMENT
<PAGE>   16
                                    EXHIBIT B

                    AUTOMATIC DIRECT STOCK ISSUANCE AGREEMENT

                       (AWARDS MADE ON THE EFFECTIVE DATE)
<PAGE>   17
                                    EXHIBIT C

                    AUTOMATIC DIRECT STOCK ISSUANCE AGREEMENT

                     (AWARDS MADE AFTER THE EFFECTIVE DATE)