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                                                                     EXHIBIT 4.3
 
                           WEATHERFORD ENTERRA, INC.

               1997 NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN

                                  MAY 15, 1997


1.   PURPOSE OF PLAN.

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

2.   DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.   SHARES SUBJECT TO THE PLAN.

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

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

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

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4.   ELIGIBILITY.

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

5.   AUTOMATIC GRANTS.

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

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

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

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

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

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

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

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

6.   ADMINISTRATION OF THE PLAN.

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

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

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

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

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

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

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

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

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

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

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

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

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

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         employee Director shall abstain from participating in any determination
         made by the Committee with respect to any matter relating to the
         foregoing.

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

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

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

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

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

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

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

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

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

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

8.   FORFEITURE; COMPLETION OF RESTRICTED PERIOD.

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

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

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

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

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

10.  NON-ALIENATION OF BENEFITS.

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

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

11.  APPOINTMENT OF ATTORNEY-IN-FACT.

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

12.  AMENDMENT AND TERMINATION OF PLAN.

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

13.  EXECUTION OF AGREEMENT.

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

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

14.  GOVERNMENT AND OTHER REGULATIONS.

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

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

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

15.  NO RIGHT TO RENOMINATION.

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

16.  NON-EXCLUSIVITY OF PLAN.

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

17.  GOVERNING LAW.

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

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18.  INDEMNIFICATION OF THE COMMITTEE AND THE BOARD.

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

19.  MISCELLANEOUS PROVISIONS.

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

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

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

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

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