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                                                                     EXHIBIT 4.5


                              AMENDED AND RESTATED
                                UTI ENERGY CORP.
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


    1.  Purpose.  This Amended and Restated Non-Employee Director Stock Option
Plan (the "Plan") amends and restates in its entirety the UTI Energy Corp.
Non-Employee Director Stock Option Plan to reflect the three-for-one stock
dividend paid to stockholders of UTI Energy Corp. (the "Company") on September
5, 1997.   The Plan was adopted for the benefit of the directors of the Company
who at the time of their service are not employees of the Company or any of its
subsidiaries ("Non-Employee Directors"), and is intended to advance the
interests of the Company by providing the Non- Employee Directors with
additional incentive to serve the Company by increasing their proprietary
interest in the success of the Company.

    2.  Administration.  The Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee"), the members of which shall
consist solely of directors who are employees of the Company.  For the purposes
of the Plan, a majority of the members of the Committee shall constitute a
quorum for the transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought before that
meeting.  In addition, the Committee may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members.  No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his own part,
including but not limited to the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct.  Except as otherwise expressly provided for herein, all
questions of interpretation and application of the Plan, or as to options
granted hereunder (the "Options"), shall be subject to the determination, which
shall be final and binding, of a majority of the whole Committee.
Notwithstanding the above, the selection of Non-Employee Directors to whom
Options are to be granted, the number of shares subject to any Option, the
exercise price of any Option and the term of any Option shall be as hereinafter
provided and the Committee shall have no discretion as to such matters.

    3.  Option Shares.  The stock subject to the Options and other provisions
of the Plan shall be shares of the Company's Common Stock, $.001 par value (or
such other par value as may be designated by act of the Company's stockholders)
(the "Common Stock").  The total amount of the Common Stock with respect to
which Options may be granted shall not exceed in the aggregate 300,000 shares;
provided, that the class and aggregate number of shares which may be subject to
the Options granted hereunder shall be subject to adjustment in accordance with
the provisions of Paragraph 12 hereof.  Such shares may be treasury shares or
authorized but unissued shares.

    In the event that any outstanding Option for any reason shall expire or
terminate by reason of the death of the optionee or the fact that the optionee
ceases to be a director, the surrender of any such Option, or any other cause,
the shares of Common Stock allocable to the unexercised portion of such Option
may again be subject to an Option under the Plan.

    4.  Grant of Options.  Subject to the provisions of Paragraph 16 and the
availability under the Plan of a sufficient number of shares of Common Stock
that may be issuable upon the exercise of outstanding Options, there shall be
granted the following Options:

    (a)     To each Non-Employee Director as of December 19, 1995, and each
future Non-Employee Director as the date he is first elected as a director of
the Company, an Option to purchase 7,500 shares, subject to adjustment as
provided in paragraph 12 hereof, of Common Stock at a purchase price per share
of Common Stock (the "Option Price") equal to the fair market value of the
Common Stock as defined in Paragraph 7 hereof as of the date of grant; and





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    (b) Commencing on December 31, 1996, each Non-Employee Director who has
served as a non-employee director for a period of at least one year shall
receive on each December 31 on which such person is a Non-Employee Director],
an Option to purchase 3,750 shares, subject to adjustment as provided in
Paragraph 12 hereof, of Common Stock at an Option Price equal to the fair
market value of the Common Stock as defined in Paragraph 7 hereof as of the
date of grant.

No Option shall be granted pursuant to the Plan after December 18, 2005.

    5.  Duration of Options.  Each Option granted under the Plan shall be
exercisable for a term of five years from the date of grant, subject to earlier
termination as provided in Paragraph 9 hereof.

    6.  Amount Exercisable.  Each Option granted pursuant to the Plan shall not
be exercisable for a period of one year from the date of grant.  After such
time, such Option shall be fully vested and exercisable throughout the term of
the Option.  Notwithstanding the foregoing, no Option granted by virtue of the
amendments effected by this Plan shall be exercisable for a period of six
months following stockholder approval.

    7.  Exercise of Options.  An optionee may exercise such optionee's Option
by delivering to the Company a written notice stating (i) that such optionee
wishes to exercise such Option on the date such notice is so delivered, (ii)
the number of shares of stock with respect to which such Option is to be
exercised, (iii) the address to which the certificate representing such shares
of stock should be mailed, and (iv) the social security number of such
optionee.  In order to be effective, such written notice shall be accompanied
by (i) payment of the Option Price of such shares of stock and (ii) if
applicable, payment of an amount of money necessary to satisfy any withholding
tax liability that may result from the exercise of such Option.  Each such
payment shall be made by check drawn on a national banking association and
payable to the order of the Company in United States dollars.

    If, at the time of receipt by the Company of such written notice, (i) the
Company has unrestricted surplus in an amount not less than the Option Price of
such shares of stock, (ii) all accrued cumulative preferential dividends and
other current preferential dividends on all outstanding shares of preferred
stock of the Company have been fully paid, (iii) the acquisition by the Company
of its own shares of stock for the purpose of enabling such optionee to
exercise such Option is otherwise permitted by applicable law and without any
vote or consent of any stockholder of the Company, and (iv) there shall have
been adopted, and there shall be in full force and effect, a resolution of the
Board of Directors of the Company authorizing the acquisition by the Company of
its own shares of stock for such purpose, then such optionee may deliver to the
Company, in payment of the Option Price of the shares of stock with respect to
which such Option is exercised, (x) certificates registered in the name of such
optionee that represent a number of shares of stock legally and beneficially
owned by such optionee (free of all liens, claims and encumbrances of every
kind) and having a fair market value on the date of receipt by the Company of
such written notice that is not greater than the Option Price of the shares of
stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder
of the shares of stock represented by such certificates, with the signature of
such record holder guaranteed by a national banking association (or, in lieu of
such certificates, other arrangements for the transfer of such shares to the
Company which are satisfactory to the Company) and (y) if the Option Price of
the shares of stock with respect to which such Options are to be exercised
exceeds such fair market value, a check drawn on a national banking association
and payable to the order of the Company in an amount, in United States dollars,
equal to the amount of such excess plus the amount of money necessary to
satisfy any withholding tax liability that may result from the exercise of such
Option.  Notwithstanding the provisions of the immediately preceding sentence,
the Committee, in its sole discretion, may refuse to accept shares of stock in
payment of the Option Price of the shares of stock with respect to which such
Option is to be exercised and, in that event, any certificates representing
shares of stock that were received by the Company with such written notice
shall be returned to such optionee, together with notice by the Company to such
optionee of the refusal of the Committee to accept such shares of stock.  The
Company may, at its option and upon approval by the Board of Directors of the
Company, retain shares of Common Stock which would otherwise be issued upon
exercise of an Option to satisfy any withholding tax liability that may result
from the exercise of such Option, which shares shall be valued for such purpose
at their then fair market value.  If, at the expiration of seven business days
after the delivery to such optionee of such written notice from the Company,
such optionee shall not have delivered to the Company a check drawn on a
national banking association and payable to the order of the Company in an
amount, in United States dollars, equal to the Option Price of the shares of
stock



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with respect to which such Option is to be exercised, such written notice from
the optionee to the Company shall be ineffective to exercise such Option.

    As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph 7, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, and (iii) payment,
if required, in the form required by the foregoing provisions of this Paragraph
7, of an amount necessary to satisfy any withholding tax liability that may
result from the exercise of such Option, a certificate representing the number
of shares of stock with respect to which such Option has been so exercised,
reduced, to the extent applicable by the number of shares retained by the
Company to pay any required withholding tax, such certificate to be registered
in the name of such optionee, provided that such delivery shall be considered
to have been made when such certificate shall have been mailed, postage
prepaid, to such optionee at the address specified for such purpose in such
written notice from the optionee to the Company.

    For purposes of this Paragraph 7, the "fair market value" of a share of
stock as of any particular date shall mean the closing sale price of a share of
Common Stock on that date as reported by the principal national securities
exchange on which the Common Stock is listed if the Common Stock is then listed
on a national securities exchange, or if the Common Stock is not so listed, the
average of the bid and asked price of a share of Common Stock on that date and
reported in the National Association of Securities Dealers Automated Quotation
system (the "NASDAQ System"); provided that if no such closing price or quotes
are so reported on that date or if in the discretion of the Committee another
means of determining the fair market value of a share of stock at such date
shall be necessary or advisable, the Committee may provide for another means
for determining such fair market value.

    8.  Transferability of Options.  Options shall not be transferable by the
optionee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him.

    9.  Termination.  Except as may be otherwise expressly provided herein,
each Option, to the extent it shall not previously have been exercised, shall
terminate on the earlier of the following:

    (a) On the last day within the three month period commencing on the date on
        which the optionee ceases to be a member of the Company's Board of
        Directors, for any reason other than the death, disability or
        retirement of the optionee, during which period the optionee shall be
        entitled to exercise all Options fully vested as described in Paragraph
        6 by the optionee on which the optionee ceased on the date on which the
        optionee ceased be a member of the Company's Board of Directors;

    (b) On the last day within the one year period commencing on the date on
        which the optionee ceases to be a member of the Company's Board of
        Directors because of permanent disability, during which period the
        optionee shall be entitled to exercise all Options fully vested as
        described in Paragraph 6 by the optionee on the date on which the
        optionee ceased to be a member of the Company's Board of Directors
        because of such disability;

    (c) On the last day within the one year period commencing on the date of
        the optionee's death while serving as a member of the Company's Board
        of Directors, during which period the executor or administrator of the
        optionee's estate or the person or persons to whom the optionee's
        Option shall have been transferred by will or the laws of descent or
        distribution, shall be entitled to exercise all Options in respect of
        the number of shares that the optionee would have been entitled to
        purchase had the optionee exercised such Options on the date of his
        death;

    (d) On the last day within the one year period commencing on the date an
        optionee who has had at least five years of service on the Board of
        Directors of the Company retires from the Board of Directors of the
        Company, during which period the optionee, or the executor or
        administrator of the optionee's estate or the person or persons to whom
        such Option shall have been transferred by the will or the laws of
        descent or distribution in the event of the optionee's death within
        such one year period, as the case may be, shall





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        be entitled to exercise all Options in respect of the number of shares
        that the optionee would have been entitled to purchase had the optionee
        exercised such Options on the date of such retirement; and

    (e) Ten years after the date of grant of such Option.

    10. Requirements of Law.  The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the optionee or the Company of any provisions of any
law or regulation of any governmental authority.  Each Option granted under the
Plan shall be subject to the requirements that, if at any time the Board of
Directors of the Company or the Committee shall determine that the listing,
registration or qualification of the shares subject thereto upon any securities
exchange or under any state or federal law of the United States or of any other
country or governmental subdivision thereof, or the consent or approval of any
governmental regulatory body, or investment or other representations, are
necessary or desirable in connection with the issue or purchase of shares
subject thereto, no such Option may be exercised in whole or in part unless
such listing, registration, qualification, consent, approval or representation
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors.  If required at any time by the Board of Directors or
the Committee, an Option may not be exercised until the optionee has delivered
an investment letter to the Company.  In addition, specifically in connection
with the Securities Act of 1933 (as now in effect or hereafter amended), upon
exercise of any Option, the Company shall not be required to issue the
underlying shares unless the Committee has received evidence satisfactory to it
to the effect that the holder of such Option will not transfer such shares
except pursuant to a registration statement in effect under such Act or unless
an opinion of counsel satisfactory to the Company has been received by the
Committee to the effect that such registration is not required.  Any
determination in this connection by the Committee shall be final, binding and
conclusive.  In the event the shares issuable on exercise of an Option are not
registered under the Securities Act of 1933, the Company may imprint on the
certificate for such shares the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the
Securities Act of 1933:

    "The shares of stock represented by this certificate have not been
    registered under the Securities Act of 1933 or under the securities laws of
    any state and may not be sold or transferred except upon such registration
    or upon receipt by the Corporation of an opinion of counsel satisfactory,
    in form and substance to the Corporation, that registration is not required
    for such sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) and, in the event any shares are so registered, the Company
may remove any legend on certificates representing such shares.  The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority.

    11. No Rights as Stockholder.  No optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 12 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date therefor is prior to the date of issuance of
such certificate.

    12. Changes in the Company's Capital Structure.  The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

    If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock without receiving
consideration therefor in





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money, services, or property, or the reclassification of its Common Stock, in
whole or in part, into other equity securities of the Company, then (a) the
number, class and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted (or in the case of the
issuance of equity securities as a dividend on, or in a reclassification of,
the Common Stock, the Options shall extend to such other securities) in such a
manner as to entitle an optionee to receive, upon exercise of an Option, for
the same aggregate cash compensation, the same total number and class or
classes of shares (or in the case of a dividend of, or reclassification into,
other equity securities, such other securities) he would have held after such
adjustment if he had exercised his Option in full immediately prior to the
event requiring the adjustment, or, if applicable, the record date for
determining stockholders to be affected by such adjustment; and (b) the number
and class of shares then reserved for issuance under the Plan (or in the case
of a dividend of, or reclassification into, other equity securities, such other
securities) shall be adjusted by substituting for the total number and class of
shares of stock then received, the number and class or classes of shares of
stock (or in the case of a dividend of, or reclassification into, other equity
securities, such other securities) that would have been received by the owner
of an equal number of outstanding shares of Common Stock as the result of the
event requiring the adjustment.  Comparable rights shall accrue to each
optionee in the event of successive subdivisions, consolidations, capital
adjustment, dividends or reclassifications of the character described above.

    If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of the Company described in the immediately preceding paragraph),
then in each case the Option Price shall be adjusted by reducing the Option
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by the fair market value, as
determined in good faith by the Board of Directors of the Company (whose
determination shall be described in a statement filed in the Company's
corporate records and be available for inspection by any holder of an Option)
of the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Option Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the stockholders entitled to receive such
distribution. Comparable adjustments shall be made in the event of successive
distributions of the character described above.

    After the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company to
acquire from such stockholders shares of, Common Stock, at a price in excess of
the Current Market Price (a "Put Right") or the Company shall grant to all of
its holders of its shares of Common Stock the right to acquire shares of Common
Stock for less than the Current Market Price (a "Purchase Right") then, in the
case of a Put Right, the Option Price shall be adjusted by multiplying the
Option Price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such Put Right by a fraction,
the numerator of which shall be the number of shares of Common Stock then
outstanding minus the number of shares of Common Stock which could be purchased
at the Current Market Price for the aggregate amount which would be paid if all
Put Rights are exercised and the denominator of which is the number of shares
of Common Stock which would be outstanding if all Put Rights are exercised;
and, in the case of a Purchase Right, the Option Price shall be adjusted by
multiplying the Option Price in effect immediately prior to the record date for
the determination of the stockholders entitled to receive such Purchase Right
by a fraction, the numerator of which shall be the number of shares of Common
Stock then outstanding plus the number of shares of Common Stock which could be
purchased at the Current Market Price for the aggregate amount which would be
paid if all Purchase Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Purchase
Rights are exercised.  In addition, the number of shares subject to the Option
shall be increased by multiplying the number of shares then subject to the
Option by a fraction which is the inverse of the fraction used to adjust the
Option Price.  Notwithstanding the foregoing if any such Put Rights or Purchase
Rights





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shall terminate without being exercised, the Option Price and number of shares
subject to Option shall be appropriately readjusted to reflect the Option Price
and number of shares subject to the Option which would have been in effect if
such unexercised Rights had never existed.  Comparable adjustments shall be
made in the event of successive transactions of the character described above.

    After the merger of one or more corporations into the Company, after any
consolidation of the Company and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Internal Revenue Code
of 1986, as amended (the "Code") in which the Company shall be the surviving
corporation, each optionee, at no additional cost, shall be entitled to
receive, upon any exercise of his Option, in lieu of the number of shares as to
which the Option shall then be so exercised, the number and class of shares of
stock or other equity securities to which the optionee would have been entitled
pursuant to the terms of the agreement of merger or consolidation if at the
time of such merger or consolidation such optionee had been a holder of a
number of shares of Common Stock equal to the number of shares as to which the
Option shall then be so exercised and, if as a result of such merger,
consolidation or other transaction, the holders of Common Stock are not
entitled to receive any shares of Common Stock pursuant to the terms thereof,
each optionee, at no additional cost, shall be entitled to receive, upon
exercise of his Option, such other assets and property, including cash, to
which he would have been entitled if at the time of such merger, consolidation
or other transaction he had been the holder of the number of shares of Common
Stock equal to the number of shares as to which the Option shall then be so
exercised.  Comparable rights shall accrue to each optionee in the event of
successive mergers or consolidations of the character described above.

    After a merger of the Company into one or more corporations, after any
consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which
the Company is not the surviving corporation, each optionee shall, at no
additional cost, be entitled at the option of the surviving corporation, (i) to
have his then existing Option assumed or to have a new option substituted for
the existing Option by the surviving corporation to the transaction which is
then employing him, or a parent or subsidiary of such corporation, on a basis
where the excess of the aggregate fair market value of the shares subject to
the option immediately after the substitution or assumption over the aggregate
option price of such option is equal to the excess of the aggregate fair market
value of all shares subject to the option immediately before such substitution
or assumption over the aggregate option price of such shares, provided that the
shares subject to the new option must be traded on the New York Stock Exchange
or the American Stock Exchange or quoted on the NASDAQ, or (ii) to receive upon
any exercise of his Option, in lieu of the number of shares as to which the
Option shall then be so exercised, the securities, property and other assets,
including cash, to which the Optionee would have been entitled pursuant to the
terms of the agreement of merger or consolidation or the agreement giving rise
to the other corporate transaction if at the time of such merger, consolidation
or other transaction such optionee had been the holder of the number of shares
of Common Stock equal to the number of shares as to which the Option shall then
be so exercised.

    If a corporate transaction described in Section 424(a) of the Code which
involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall
be cancelled by the Board of Directors as of the effective date of any such
corporate transaction but before the date each optionee shall be provided with
a notice of such cancellation and each optionee shall have the right to
exercise such Option in full (without regard to any limitations set forth in or
imposed pursuant to Paragraph 9 of the Plan) to the extent it is then still
unexercised during a 30-day period preceding the effective date of such
corporate transaction.

    For purposes of this Paragraph 12, "Current Market Price per share of
Common Stock" shall mean the closing price of a share of Common Stock on the
principal national securities exchange on which the Common Stock is listed or,
if the Common Stock is not so listed, the average bid and asked price of a
share of Common Stock as reported in the NASDAQ System, in each case on the
trading day immediately preceding the first trading day on which, as a result
of the establishment of a record date or otherwise, the trading price reflects
that an acquiror of Common Stock in the public market will not participate in
or receive the payment of any applicable dividend or distribution.





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    Except a hereinbefore expressly provided, the issue by the Company of
shares of Common Stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to outstanding Options.

    13. Amendment or Termination of Plan.  The Board of Directors may modify,
revise or terminate the Plan at any time and from time to time; provided,
however, that without the further approval of the holders of a majority of the
shares of voting stock present in person or by proxy at a meeting of
stockholders, or if the provisions of the corporate charter, by-laws or
applicable state law prescribes a greater degree of stockholder approval for
this action, without the degree of stockholder approval thus required, the
Board of Directors may not (a) change the aggregate number of shares which may
be issued under Options pursuant to the provisions of the Plan; (b) reduce the
option price permitted for the Options; (c) extend the term during which an
option may be exercised or the termination date of the Plan; or (d) materially
increase any other benefits accruing to directors under the Plan or materially
modify the requirements as to eligibility for participation in the Plan unless,
in each such case, the Board of Directors of the Company shall have obtained an
opinion of legal counsel to the effect that stockholder approval of the
amendment is not required (i) by law, (ii) by the applicable rules and
regulations of, or any agreement with, any national securities exchange that
the Common Stock is then listed on or if the Common Stock is not so listed, the
rules and regulations, or any agreement with, the National Association of
Securities Dealers, Inc., and (iii) in order to make available to the optionee
with respect to any option granted under the Plan, the benefits of Rule 16b-3 of
the Rules and Regulations under the Securities Exchange Act of 1934, or any
similar or successor rule.  In addition, the terms of the Plan relating to the
number of shares that may be subject to an Option, the times at which Options
shall be granted, and the means by which the Option Price for Options granted is
to be determined shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Security Act or the rules thereunder.

    14. Written Agreement.  Each Option granted hereunder shall be embodied in
a written option agreement, which shall be subject to the terms and conditions
prescribed above, and shall be signed by the optionee and by the appropriate
officer of the Company for and in the name and on behalf of the Company.  Such
an option agreement shall contain such other provisions as the Committee in its
discretion shall deem advisable.

    15. Indemnification of Committee.  The Company shall indemnify each present
and future member of the Committee against, and each member of the Committee
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, whether or not he continues to be such member of the Committee 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 (a)
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, or
(b) 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
provisions set forth herein shall be available to or enforceable by any such
member of the Committee unless, within sixty (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 shall be in addition to
all other rights to which such member of the Committee may be entitled to as a
matter of law, contract, or otherwise.  Nothing in this Section 15 shall be
construed to limit or otherwise affect any right to indemnification, or payment
of expense, or any provisions limiting the liability of any officer or director
of the Company or any member of the Committee, provided by law, the Certificate
of Incorporation of the Company or otherwise.





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    16. Effective Date of Plan.  The Plan shall be deemed to have been adopted
and effective on December 19, 1995.





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