Exhibit 10.5

                           THE MEAD CORPORATION
                          RESTRICTED STOCK PLAN
                          ---------------------
                                                                     COMPOSITE
                                                                     ---------
                                                                      06/24/99

ARTICLE I.    GENERAL PROVISIONS
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       Section 1.    Purpose.  The purpose of The Mead Corporation
       ----------    --------
Restricted Stock Plan (the "Plan") is to provide certain compensation to
eligible directors and employees in the form of Common Shares ("Shares")
of The Mead Corporation (the "Company") which are restricted in
accordance with the terms and conditions set forth below and to
encourage the continued high level of performance of such directors and
employees by increasing the identity of interests of such directors and
employees with the shareholders of the Company.  The Plan is intended to
be an unfunded program established for the purpose of providing
compensation for eligible directors and a select group of management
employees and is exempt from Parts 1 through 4 of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

       Section 2.    Definitions.  For purposes of the Plan, the following
       ----------    ------------
terms shall have the following meanings:

       (a)    "Board of Directors" means the Board of Directors of the
Company.

       (b)    A "Change in Control" shall be deemed to have occurred if an
event set forth in any one of the following paragraphs shall have
occurred:
              (i)    date of expiration of a Tender Offer (other than an
offer by the Company), if the offeror acquires Shares pursuant to such
Tender Offer;

              (ii)   the date of approval by the shareholders of the
Company of a definitive agreement:  (x) for the merger or consolidation
of the Company or any direct or indirect subsidiary of the Company into
or with another corporation, other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent ((i) in the case of a
merger or consolidation of the Company, either by remaining outstanding
or by being converted into voting securities of the surviving entity or
any parent thereof, or (ii) in the case of a merger or consolidation of
any direct or indirect subsidiary of the Company, either by remaining
outstanding if the Company continues as a parent of the merged or
consolidated subsidiary or by being converted into voting securities of
the surviving entity or any parent thereof) at least 51% of the combined
voting power of the voting securities of the Company or such surviving
or parent entity outstanding immediately after such merger or
consolidation, or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially
Owned by such Person any securities acquired directly from the Company
or its Affiliates) representing 25% or more of the combined voting power
of the Company's then outstanding securities, or (y) for the sale or
disposition of all or substantially all of the assets of the Company,
other than a sale or disposition by the Company of all or substantially
all of the Company's assets to an entity, at least 51% of the combined
voting power of the voting securities of which are owned (directly or
indirectly) by shareholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such
sale or disposition;

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       (iii)  (x) any Person is or becomes the Beneficial Owner of 25% or
more of the voting power of the then outstanding securities of the
Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its
affiliates), excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (x)(1) of paragraph
(ii) above or (y) the date of authorization, by both a majority of the
voting power of the Company and a majority of the portion of such voting
power excluding the voting power of interested Shares, of a control
share acquisition (as such term is defined in Chapter 1701 of the Ohio
Revised Code); and

       (iv)          a change in the composition of the Board of Directors
such that individuals who were members of the Board of Directors on the
date two years prior to such change (and any new directors (other than a
director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not  limited to a
consent solicitation, relating to the election of directors of the
Company) who were elected, or were nominated for election, by the
Company's shareholders with the affirmative vote of at least two-thirds
of the directors then still in office who either were directors at the
beginning of such two year period or whose election or nomination for
election was previously so approved) no longer constitute a majority of
the Board of Directors.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed
to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record
holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately following
such transaction or series of transactions.

       (c)    "Committee" means the Compensation Committee of the Board of
Directors.

       (d)    "Company" means The Mead Corporation; however, when used
with reference to employment, "Company" also includes any corporation,
partnership or other person or entity at least 10% of the voting or
equity interest of which is owned or controlled, directly or indirectly,
by the Company.

       (e)    "Eligible Director" means any director of the Company who is
not also an employee of the Company.

       (f)    "Eligible Employee" means any employee of the Company
selected by the Committee.

       (g)    "Grant Date" means the date on which Restricted Shares are
to be granted pursuant to Article II, Section 1.

       (h)    "Market Value" means the average of the highest sale price
and the lowest sale price of a Share on the date the value of a Share is
to be determined, as reported on the New York Stock Exchange - Composite
Transactions Tape (or other similar source) or, if no sale is reported
for such date, then on the next preceding date for which a sale is
reported.

       (i)    "Participant" means any individual who holds Restricted
Shares granted under the Plan.

       (j)    "Restriction Period" means (i) in the case of Restricted
Shares granted pursuant to Article II.  Section 1 (a), (b) or Section 2,
the period of six months from the date the Restricted Shares are
granted, (ii) in

<PAGE>

the case of Restricted Shares granted pursuant to Article II.  Section
1(c), the date the grantee becomes age 55 or six months from the date
the Restricted Shares are granted, whichever is later, and (iii) in the
case of Restricted Shares granted pursuant to Article III, the period of
six months or longer (as determined by the Committee) from the date
Restricted Shares are granted.

       (k)    "Restricted Shares" means any Shares issued or delivered
pursuant to the Plan which remain subject to the restrictions set forth
in Article I, Section 5 of the Plan.

       (l)    "Shares" means the Common Shares, without par value, of the
Company.

       (m)    "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

       (n)    "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

       (o)    "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

       (p)    "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.

       (q)    "Tender Offer" shall mean a tender offer or a request or
invitation for tenders or an exchange offer subject to regulation under
Section 14(d) of the Exchange Act and the rules and regulations
thereunder, as the same may be amended, modified or superseded from time
to time.

       Section 3.    Administration.
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       (a)    The Plan shall be administered by the Committee.  Subject to
the express provisions of the Plan, the Committee and the Board of
Directors shall each have authority to construe and interpret the Plan,
to prescribe, amend, and rescind rules and  regulations relating to the
Plan, and to make all other determinations necessary or advisable for
administering the Plan.  The Committee or the Board of Directors may
correct any defect or supply any omission or reconcile any inconsistency
in the Plan in the manner and to the extent it shall deem expedient to
carry it into effect.  The determination of the Committee or the Board
of Directors on any matters within the scope of this section shall be
conclusive.  A majority of the Committee shall constitute a quorum for
meetings of the Committee, and the act of a majority of the Committee at
a meeting, or an act reduced to or approved in writing by all members of
the Committee, shall be the act of the Committee.

       In the case of Restricted Shares granted pursuant to Article III,
the Committee may in its discretion impose additional conditions or
restrictions as to the attainment of specified performance goals during
the Restriction Period for all or a portion of the shares or all or a
portion of the years in the Restriction Period.

       (b)    The Committee may waive or modify at any time any condition
or restriction (including, without limitation, any of the restrictions
set

<PAGE

forth in Article I, Section 5) with respect to any Restricted Shares
issued pursuant to Article III.

       Section 4.    Shares Subject to the Plan.  Subject to adjustment as
       ----------    ---------------------------
provided in Section 1 of Article IV, the maximum number of Shares which
may be granted as Restricted Shares under the Plan is 1,000,000; the
maximum number of shares which may be granted as Restricted Shares to
any individual pursuant to Section 2 of Article II is 40,000; and, the
maximum number of Shares which may be granted as Restricted Shares to
any eligible employee pursuant to Article III is 300,000.  Shares
granted as Restricted Shares under the Plan may be authorized and
unissued Shares or Shares held in the Company's treasury.  Any Shares
which are granted as Restricted Shares under the Plan and which are
thereafter forfeited by the participant may again be granted under the
Plan as Restricted Shares.

       Section 5.    Terms and Conditions of Restricted Shares.
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       (a)    Subject to the provisions of paragraph (b) of this Section
5, Restricted Shares issued pursuant to the Plan shall be subject to the
following restrictions:

              (i)    the Participant shall not be entitled to receive
delivery of the certificate for such Restricted Shares until the
expiration of the Restriction Period;

              (ii)   such Restricted Shares shall not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the
Restriction Period; and

              (iii)  all such Restricted Shares shall be forfeited and all
right of the Participant to such Restricted Shares shall terminate
without further obligations on the part of the Company if the
Participant ceases to be a director of the Company (in the case of a
Participant who received Restricted Shares as an Eligible Director) or
an employee of the Company (in the case of a Participant who received
Restricted Shares as an Eligible Employee) prior to the end of the
Restriction Period.

       Upon the forfeiture of Restricted Shares, such Shares shall be
returned to the status of authorized and unissued Shares or treasury
Shares, as determined by the Committee.

       (b)    Notwithstanding the provisions of paragraph (a) of this
Section 5, in the event a Participant ceases to be a director of the
Company (in the case of a Participant who received Restricted Shares as
an Eligible Director) or an employee of the Company (in the case of a
Participant who received Restricted Shares as an Eligible Employee)
prior to the end of a Restriction Period as a result of such
Participant's death, disability or normal retirement in accordance with
the Company's policies, then the restrictions set forth in paragraph (a)
of this Section 5 shall immediately cease to apply to (and all rights of
the Participant shall immediately vest with respect to) all of the
Restricted Shares.

       In any event, all such Restricted Shares shall be forfeited and
all rights of the Participant to such Restricted Shares shall terminate
without further obligations on the part of the Company if the
Participant, directly or indirectly, individually or as an agent,
officer, director, employee, shareholder (excluding being the holder of
any stock which represents less than 1% interest in a corporation),
partner or in any other capacity whatsoever engages prior to the time
such restrictions cease to apply in any activity competitive with or
adverse to the Company's business or in

<PAGE>

the sale, distribution, production or attempted sale or distribution of
any goods, products or services then sold or being developed by the
Company.

       (c)    Notwithstanding any other provision of the Plan, immediately
prior to the occurrence of a "Change in Control", all of the
restrictions set forth in this Section 5 shall immediately cease to
apply to all Restricted Shares issued pursuant to the Plan, except to
the extent that the lapse of such restrictions would, in the opinion of
counsel selected by the Company's independent auditors, constitute
"parachute payments" within the meaning of Section 280G(b)(2)(A) of the
Internal Revenue Code (the "Code") and, when added to any other
"parachute payments" which would be received by the Participant pursuant
to the terms of any other plan, arrangement or agreement with the
Company, any person whose actions result in a change in control of the
Company or any person affiliated with the Company or such person, would
be subject to the tax imposed by Section 4999 of the Code.  As used in
the immediately preceding sentence, "immediately prior" to the Change in
Control shall mean sufficiently in advance of the Change in Control to
permit the Participant to deal with the Shares so that those Shares may
be treated in the same manner in connection with the Change in Control
as the Shares of other shareholders.

       (d)    At the end of the Restriction Period, or at such earlier
time as it is provided for in Paragraphs (b) or (c) of this Section 5,
the restrictions applicable to the Restricted Shares pursuant to this
Section 5 shall cease and a share certificate for the number of
Restricted Shares with respect to which the restrictions have ceased
shall be delivered, free of all such restrictions and all restrictive
legends, to the Participant or the Participant's beneficiary or estate,
as the case may be.

       (e)    If required by the Committee, each grant of Restricted
Shares shall be evidenced by a written agreement between the Company and
the Participant.

       (f)    In the event that the restrictions set forth in Paragraph
(a) of this Section 5 shall cease to apply to any Restricted Shares
granted to Eligible Employees subject to Section 16 of the Act prior to
the date which is six months after the date of grant of such Restricted
Shares, then, notwithstanding any provision to the contrary in this
Section 5, the restrictions set forth in paragraphs (a) (i) and (a) (ii)
of this Section 5 shall continue in effect until the date which is six
months after the date of such grant.

       (g)    Notwithstanding any provision to the contrary in this
Section 5, but subject nonetheless to Paragraph (c) of this Section 5,
in the case of Restricted Shares granted pursuant to Article III, if the
Participant fails to attain specified performance goals set forth with
respect to such Restricted Shares during the Restriction Period, the
Participant will forfeit such Restricted Shares to the extent specified
in the grant of such Restricted Shares and the right of the Participant
to such Restricted Shares shall terminate to the extent specified in the
grant of such Restricted Shares without any further obligations on the
part of the Company.

       Section 6.    Rights as a Shareholder.
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       (a)    Upon the grant of Restricted Shares pursuant to Article II
or Article III of the Plan, the Company shall issue a share registered
in the name of the Participant bearing the following legend and any
other legend required by any federal or state securities laws:

       "The transferability of this certificate and the Common Shares
represented hereby are subject to the restrictions, terms and conditions

<PAGE>

(including forfeiture and restrictions against sale, assignment,
transfer, pledge, hypothecation and other disposition) set forth in The
Mead Corporation Restricted Stock Plan.  Copies of such Plan will be
mailed to any shareholder without charge within five days after receipt
of written request therefor address to Secretary, The Mead Corporation,
Mead World Headquarters, Courthouse Plaza Northeast, Dayton, OH  45463."

       Each such share shall be retained by the Company until the
restrictions set forth in Article I, Section 5(a) cease to apply to the
Shares.

       (b)    Upon the issuance of Restricted Shares pursuant to paragraph
(a) of this Section 6, the Participant shall, subject to all of the
terms, conditions and restrictions set forth in the Plan, have all of
the rights of a holder of Shares, including the right to vote and to
receive dividends and other distributions with respect thereto.

ARTICLE II.   RESTRICTED SHARES FOR ELIGIBLE DIRECTORS
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       Section 1.           Grant of Restricted Shares to Eligible
       ----------           ---------------------------------------
                            Directors.
                            ----------
       (a)    On the third business day of January, 1998 and on each
annual anniversary of such date during the term of the Plan, (each such
date is hereinafter referred to as a "Grant Date"), the Company shall
grant a number of Restricted Shares to each then Eligible Director
determined by dividing $7,500 by the Market Value of a Share on the
Grant Date (rounded to the nearest whole shares).

       (b)    If during the term of the Plan any person becomes an
Eligible Director on a date other than a Grant Date, the Company shall
grant such person a number of Restricted Shares determined by dividing
$7,500 by the Market Value of a Share (rounded to the nearest whole
share) on the date of such person's election to the Board of Directors.

       (c)    Each Eligible Director shall automatically receive a grant
of a number of Restricted Shares of the Company equal to the quotient
obtained by dividing (i) 5,000, by (ii) the Market Value per Share on
the date the Plan, as amended, is approved by the Shareholders (the
"Initial Grant").  Thereafter, on the third business day of January,
1997 and on each annual anniversary of such date during the term of the
Plan, the Company shall grant and each Eligible Director shall
automatically receive a number of  Restricted Shares which shall equal
the product obtained by multiplying the Initial Grant by an adjustment
factor (the "Factor").  The Factor shall equal the quotient obtained by
dividing (y) the base line number for average total compensation paid to
directors by companies with annual sales in excess of $4 billion, as
published in the Hay Consulting Group's "Directors Compensation Report"
(or comparable successor report) in the calendar year immediately
preceding the year in which such grant is made, which report covers
compensation paid in the year ending immediately prior to the year of
publication, by (z) 36,246.  In the event that such Directors
Compensation Report (or comparable successor report) is not published
with respect to any year, the Factor shall equal one (1).

       Section 2.    Election to Receive Compensation as Restricted Shares.
       ----------    ------------------------------------------------------
       (a)    Not later than June 1 of each year during the term of the
Plan, the Committee shall cause each Eligible Director to be furnished
with an appropriate form which enables the director to elect to receive
payment in Restricted Shares of a minimum of 20% up to a maximum of 100%
(in increments of 10%) of the annual retainer fee to be earned by such
director for service on the Board of Directors during the following
calendar year which is paid on

<PAGE>

or after the first day of such calendar year.  In order to be effective,
the election form must be signed by the director and must be returned to
the Committee or its delegate not later than July 1 of the year prior to
the year with respect to which the election is being made.  All such
elections are irrevocable.

       (b)    A new Eligible Director may, by filing the prescribed
election form, elect to receive the annual retainer fee as Restricted
Shares as provided in paragraph (a) of this Section 2 only if the
election form is signed and filed at least six months prior to the date
of payment of the annual retainer fee to such director.

       (c)    If an Eligible Director has elected to receive all or a
portion of the annual retainer fee as Restricted Shares as provided in
this Section 2, then on the date such fee would otherwise be payable,
the Company shall grant to such director a number of Restricted Shares
determined by dividing the compensation so to be received by the Market
Value of a Share on such date such other compensation would otherwise be
payable (rounded to the nearest whole share).


ARTICLE III.         RESTRICTED SHARES FOR ELIGIBLE EMPLOYEES
------------         ----------------------------------------
       Section 1.    Grant of Restricted Shares to Eligible Employees.
       ----------    -------------------------------------------------
From time to time during the term of the Plan, the Committee may
determine that Restricted Shares shall be granted to Eligible Employees
either as payment for all or a portion of the compensation to be paid to
any Eligible Employee pursuant to the Company's incentive compensation
plans, or for any other reason consistent with the purposes of the Plan.
Restricted Shares to be granted as payment for all or a portion of
incentive compensation shall be granted on the date the compensation is
awarded, and the number of Restricted Shares so granted shall be
determined by dividing the amount of such compensation by the Market
Value of a Share on the date the compensation is awarded (rounded to the
nearest whole Share).

ARTICLE IV.          MISCELLANEOUS
-----------          -------------
       Section 1.           Adjustments Upon Changes in Capitalization.
       ----------           -------------------------------------------
Upon any change in the outstanding Shares by virtue of a share dividend
or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar change, the number of Restricted
Shares which may be granted under the Plan (or the class of shares which
may be granted as Restricted Shares) shall be adjusted appropriately by
the Committee, whose determination with respect to such adjustment shall
be conclusive.  Unless the Committee shall otherwise determine, any
securities and other property received by a Participant in connection
with or as a result of any such change with respect to Restricted Shares
(excluding dividends paid in cash) shall be subject to the restrictions
then applicable to Restricted Shares under the Plan (including
forfeiture), and shall be deposited promptly with the Company to be held
in custody until the restrictions cease to apply to the Restricted
Shares to which such securities or other property relates.

       Notwithstanding the foregoing, however, in the event any rights to
purchase Shares are issued pursuant to the Company's Shareholder Rights
Plan (or any successor plan) with respect to Restricted Shares, such
rights shall cease to be subject to the restrictions applicable to the
underlying Restricted Shares at such time, if any, as such rights become
exercisable.

       Section 2.    Compliance with Laws.  The issuance or delivery of
       ----------    ---------------------
Shares pursuant to the Plan shall be subject to, and shall comply with,
any applicable requirements of federal and state securities laws, rules
and

<PAGE>

regulations (including, without limitation, the provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder), any securities exchange
upon which the Shares may be listed and any other law or regulation
applicable thereto, and the Company shall not be obligated to issue or
deliver any Shares pursuant to the Plan if such issuance or delivery
would violate any such requirements.  The foregoing shall not, however,
be deemed to require the Company to effect any registration of Shares
under any such law or regulation.

       Section 3.    Amendment and Termination.
       ----------    --------------------------
       (a)    The Board of Directors may from time to time amend the Plan,
or any provision thereof, in such respects as the Board of Directors may
deem advisable; provided, however, that any such amendment must be
approved by the holders of Shares entitling them to exercise a majority
of the voting power of the Company if such amendment would:

              (i)    materially increase the benefits accruing to
participants under the Plan;

              (ii)   materially increase the aggregate number of Shares
which may be issued and/or delivered or the number of Shares which may
be granted to any individual under the Plan;

              (iii)  materially modify the requirements as to eligibility
for participation in the Plan.

       (b)    The Plan shall terminate and no additional Restricted Shares
shall be granted under the Plan after September 30, 2005; provided,
however, that the Board of Directors may earlier terminate the Plan at
any time.

       (c)    No amendment to or termination or expiration of the Plan
shall adversely affect any Restricted Shares previously granted under
the Plan without the consent of the holder thereof.

       (d)    Notwithstanding paragraph (a) of this Section 3, the
provisions of Section 1 of Article II may not be amended more than once
every six months other than to comport with changes in the Code, ERISA
or the rules thereunder.

       Section 4.    Notices.  Each notice relating to the Plan shall be in
       ----------    --------
writing and delivered in person or by mail to the proper address.  Each
notice shall be deemed to have been given on the date it is delivered or
mailed except that an election to receive compensation as Restricted
Shares pursuant to Article II, Section 2 shall be deemed to have been
given on the date it is received by the Committee.  Each notice to the
Committee shall be addressed as follows:  The Mead Corporation, Mead
World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio  45463,
Attention:  Secretary.  Each notice to a Participant shall be addressed
to the Participant's address as set forth in the records of the Company.
Anyone to whom a notice may be given under this Plan may designate a new
address by written notice to the Company or to the Participants, as the
case may be.

       Section 5.    Benefits of Plan.  The Plan shall inure to the benefit
       ----------    -----------------
of, and shall be binding upon, each successor and assign of the Company.
All rights and obligations imposed upon a Participant and all rights
granted to the Company under this Plan shall be binding upon such
Participant's heirs, legal representatives and successors.  Nothing in
the Plan shall be deemed to create any obligation on the part of the
Company to nominate any director for re-election or to continue the
employment of any employee.

<PAGE>

       Section 6.    Taxes.
       ----------    ------
       (a)    The Company shall have the right to require, prior to the
issuance or delivery of any Restricted Shares, payment by the
Participant of any taxes required by law with respect to the issuance or
delivery of such Restricted Shares.

       (b)    On any date on or after January 1, 1994 that restrictions
applicable to Restricted Shares granted (or to be granted) hereunder
shall have ceased pursuant to Article I, Section 5 (the "Lapse Date"),
and with respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") on any date thereafter
through the end of the next following period (the "Window Period")
specified in Rule 16b-3(e)(3) (or any successor rule) under the 1934
Act, the Participant to whom such Restricted Shares were granted may
elect to have the Company retain, from the Restricted Shares to be
delivered at the end of the Restriction Period, Shares having a Market
Value on the date of delivery equal to all or any part of the required
minimum federal, state and local withholding tax payments to be made by
the Participant with respect to ceasing of the restrictions in lieu of
making such payments in cash; provided that such election may also be
made in advance of the Lapse Date and will be effective on the date
specified in the notice of election (subject, as applicable, to Section
16 of the 1934 Act), and further provided that, with respect to a Lapse
Date that has occurred or will occur between January 1, 1994 and October
28, 1994, the election may be made by persons subject to and in
accordance with Section 16 of the 1934 Act through the end of the first
Window Period which commences on, includes or follows October 28, 1994.
The Committee may establish from time to time rules or limitations with
respect to the right of a Participant to elect to have the Company
retain Restricted Shares in satisfaction of withholding payments;
provided, however, that, in any event, any such rules or limitations
must be in accordance with Section 16 of the 1934 Act and any applicable
rules established under such Section.

       Section 7.    Governing Law.  All grants of Restricted Shares shall
       ----------    --------------
be made and accepted in the State of Ohio.  The laws of the State of
Ohio shall control the interpretation and performance of the provisions
of the Plan.

       Section 8.    Effective Date of the Plan.  The effective date of the
       ----------    ---------------------------
Plan shall be December 10, 1987; provided, however, that if the Plan is
not approved at the 1988 Annual Meeting of Shareholders by the holders
of at least a majority of the outstanding voting power of the Company,
the Plan shall immediately terminate.  No dividends shall be paid prior
to the 1988 Annual Meeting of Shareholders with respect to any
Restricted Shares granted prior to such meeting.  If the Plan is not
approved at such meeting, all Restricted Shares granted prior thereto
shall be retained by the Company, and the Company shall pay to the
Participant in whose name such Restricted Shares were registered an
amount equal to the Market Value on the date of grant of a number of
Shares equal to such number of Restricted Shares.

___________________________________________

NOTES:
------
       (1)    Adopted by the Board of Directors of the Company on December
11, 1987.

       (2)    Approved by the shareholders of the Company on April 28,
1988.

<PAGE>

       (3)    Addition of Article II, Section 2, subsection (d) adopted by
the Board of Directors of the Company on December 15, 1989 (deleted
February 28, 1991).

       (4)    Amendment to Article I, Section 2, subsection (h) adopted by
the Board of Directors of the Company on January 25, 1990.

       (5)    Amendments to Article I, Section 2, subsections (d) and (j);
Article I, Section 3, subsection (a); and Article III, Section 1; and
addition of Article 2, Section 5, subsection (g), adopted by the Board
of Directors of the Company on January 24, 1991, and approved by the
shareholders of the Company on April 25, 1991.

       (6)    Amendments to Article II, Section 2, subsections (a) and
(b); and addition of Article I, Section 5, subsection (f) and Article
IV, Section 3, subsection (d) adopted by the Board of Directors of the
Company on February 28, 1991.

       (7)    Amendments to Article I, Section 5, subsection (b); and
addition of Article I, Section 5, subsection (b) (iii), adopted by the
Board of Directors of the Company on July 23, 1992.

       (8)    Amendment to Article IV, Section 6, subsection (b) adopted
by the Board of Directors of the Company on April 28, 1994.

       (9)    Amendments to Article I, Section 2(j), Section 4, Section
5(b) (i), Section 6, Article II, Section 1(c), Article IV, Section 3(b)
adopted by the Board of Directors of the Company on October 28, 1995,
and approved by the shareholders of the Company on April 25, 1996.

       (10)   Amendments to Article I, Section 2(j) and 5(b); Article II,
Section 1(a) and (b) adopted by the Board of Directors of the Company on
November 09, 1996.

       (11)   Amendments to Article I, Section 2(b), and addition of
subsection (i), (ii), (iii), (iv) with addition of a paragraph at the
end; addition of (m), (n), (o), (p), (q) and Article I, Section 5(c) of
the Plan adopted by the Board of Directors of the Company on June 24,
1998.

       (12)   Administrative Amendment to Article IV, Section 6(b) adopted
by the Compensation Committee of the Board of Directors of the Company
on June 24, 1999.