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                                                                   EXHIBIT 10.21



                         AMERITRADE HOLDING CORPORATION
                                        
                         1996 DIRECTORS INCENTIVE PLAN





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                         AMERITRADE HOLDING CORPORATION


                                 Certificate
                        
         I, J. Peter Ricketts, Secretary, having in my custody and possession
the corporate records of said corporation, do hereby certify that attached
hereto is a true and correct copy of the Ameritrade Holding Corporation 1996
Directors Incentive Plan, as amended and restated effective as of February 10,
1998.

         WITNESS my hand this _____ day of February, 1998.


          
                                                     ---------------------------
                                                     As Aforesaid




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                         AMERITRADE HOLDING CORPORATION
                          1996 DIRECTORS INCENTIVE PLAN


         1.   Purpose. Ameritrade Holding Corporation (the "Company") 
previously established the Ameritrade Holding Corporation 1996 Directors
Incentive Plan (the "Plan") to attract and retain as non-employee directors of
the Company persons whose abilities, experience and judgment can contribute to
the continued progress of the Company and its subsidiaries and to facilitate the
directors' ability to acquire a proprietary interest in the Company. The
following constitutes an amendment, restatement and continuation of the Plan
effective as of February 10, 1998 (the "Effective Date"), pursuant to which the
Plan is amended to afford the directors the ability to defer a portion of their
income from service as directors of the Company.

         2.   Administration.

              2.1.  Administration By Committee. The Plan shall be administered
by the Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). Notwithstanding the foregoing, no member of the Committee
shall act with respect to the administration of the Plan except to the extent
consistent with the exempt status of the Plan under Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended ("Rule 16b-3").                

              2.2.  Authority. Subject to the provisions of the Plan, the
Committee shall have the authority to (a) interpret the Plan and to adopt, amend
and rescind administrative guidelines and other rules and regulations relating
to the Plan, (b) correct any defect or omission and to reconcile any
inconsistency in the Plan or in any payment made hereunder, and (c) make all
other determinations and to take all other actions necessary or advisable for
the implementation and administration of the Plan. The determination of the
Committee on matters within its authority shall be conclusive and binding on the
Company and all other persons.                                       

         3.    Participation. Only Non-Employee Directors shall be eligible to
participate in the Plan. As of any applicable date, a "Non-Employee Director" is
a person who is serving as a director of the Company and who is not an employee
of the Company or any subsidiary of the Company as of that date.
 
         4.    Definition of Fair Market Value. For purposes of the Plan, the
"Fair Market Value" of a share of common stock of the Company ("Stock") as of
any date shall be the closing market composite price for such Stock as reported
on NASDAQ on that date or, if Stock is not traded on that date, on the next
preceding date on which Stock was traded.




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         5.    Shares Subject to the Plan.

         5.1.  Number of Shares Reserved. The shares of Stock with respect to 
which awards may be made under the Plan or which may be distributed pursuant to
elections under Sections 9 or 10 of the Plan shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. Subject to the provisions of subsection 5.3, the number of
shares of Stock which may be issued with respect to awards under the Plan or
distributed pursuant to elections made in accordance with Section 9 or 10 of the
Plan shall not exceed 80,000 shares in the aggregate.

         5.2.  Reusage of Shares.

         (a)   In the event of the exercise or termination (by reason of
               forfeiture, expiration, cancellation, surrender or otherwise) of
               any award under the Plan, that number of shares of Stock that was
               subject to the award but not delivered shall again be available
               for awards under the Plan.

         (b)   In the event that shares of Stock are delivered under the Plan as
               a Stock Award (as defined in Section 7) and are thereafter
               forfeited or reacquired by the Company pursuant to rights
               reserved upon the award thereof, such forfeited or reacquired
               shares shall again be available for awards under the Plan.

         (c)   Notwithstanding the provisions of paragraphs (a) or (b), the
               following shares shall not be available for reissuance under the
               Plan: (i) shares with respect to which the Non-Employee Director
               has received the benefits of ownership (other than voting
               rights), either in the form of dividends or otherwise, and (ii)
               shares which are surrendered in payment of the Option Price (as
               defined in subsection 6.3) upon the exercise of an Option.

         5.3.  Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of stock which are or may be
subject to awards under the Plan and the terms of any outstanding awards
(including the price at which shares of stock may be issued pursuant to an
outstanding award) shall be equitably adjusted by the Committee, in its sole
discretion, to preserve the value of benefits awarded or to be awarded to
Non-Employee Directors under the Plan. In determining what adjustment, if any,
is appropriate pursuant to the preceding sentence, the Committee may rely on the
advice of such experts as they deem appropriate, including counsel, investment
bankers and the accountants of the Company.


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         6.    Options.

         6.1.  Definitions. The grant of an "Option" under this Section 6
entitles the Non-Employee Director to purchase shares of Stock at the Option
Price, subject to the terms of this Section 6. Options granted under this
Section 6 shall be non-qualified stock options which are not intended to be
"incentive stock options" as that term is described in section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code").

         6.2.  Awards of Options. Each Non-Employee Director shall be awarded
Options under this Section 6 in accordance with the following:

         (a)   Upon his election to the Board for his first term, each
               Non-Employee Director shall be awarded an Option to purchase such
               number of shares of Stock as determined by the Chairman of the
               Board, provided, however, that such award shall be approved by 
               the Board.

         (b)   At such times as the Board shall determine, each Non-Employee
               Director shall be awarded an Option to purchase that number of
               shares of Stock determined by the Board and approved by the
               members of the Board other than those receiving the grant of an
               Option pursuant to this paragraph (b). In determining the number
               of shares of Stock subject to an Option under this paragraph (b),
               the Board may take into account such objective or subjective
               factors as it determines appropriate.

         6.3.  Option Price. The price at which shares of Stock may be purchased
upon the exercise of an Option (the "Option Price") shall be not less than the
greater of (i) the Fair Market Value of a share of Stock as of the date on which
the Option is granted, or (ii) the par value of a share of Stock on such date.

         6.4.  Exercise. Except as otherwise provided in the Plan, each Option
granted to a Non-Employee Director under this Section 6 shall become exercisable
in substantially equal annual installments over a period of three years,
beginning with the first anniversary of the date of grant and no Option shall be
exercisable after the Expiration Date (as defined in Section 8). The full Option
Price of each share of Stock purchased upon the exercise of any Option shall be
paid at the time of such exercise and, as soon as practicable thereafter, a
certificate representing the shares so purchased shall be delivered to the
person entitled thereto. The Option Price shall be payable in cash or in shares
of Stock (valued at Fair Market Value as of the day of exercise), or in any
combination thereof.

         7.    Stock Awards.

         7.1.  Definition. Subject to the terms of this Section 7, a "Stock
               Award" under the Plan is a grant of shares of Stock to a
               Non-Employee Director, the vesting of which is subject to the
               conditions described in subsection 7.3. The period beginning on
               the date of the grant of


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a Stock Award and ending on the vesting or forfeiture of such Stock (as
applicable) is referred to as the "Restricted Period".

         7.2.  Non-Discretionary Awards. Upon his election to the Board for his
first term, each Non-Employee Director shall be awarded such number of shares of
Stock pursuant to this Section 7 as determined by the Chairman of the Board;
provided, however, that such award shall be approved by the Board; and provided
further that, the Fair Market Value of the Stock awarded to a Non-Employee
Director pursuant to this subsection 7.2 shall be approximately $20,000 or such
other amount determined by the Board from time to time.

         7.3.  Vesting. Except as otherwise provided in the Plan, the shares of
Stock subject to an award under this Section 7 shall become vested in
substantially equal annual installments over a period of three years, beginning
with the first anniversary of the date of grant and all shares of Stock awarded
pursuant to this Section 7 which are not vested on the Expiration Date shall be
forfeited

         7.4.  Rights with Respect to Stock. Beginning on the date of the grant
of shares of Stock comprising a Stock Award, and including any applicable
Restricted Period, the Non-Employee Director, as owner of such shares, shall
have the right to vote such shares; provided, however, that payment of dividends
with respect to Stock Awards shall be subject to the following:

         (a)   On and after date that a Non-Employee Director has a fully earned
               and vested right to the shares comprising a Stock Award, and the
               shares have been distributed to the Non-Employee Director, the
               Non-Employee Director shall have all dividend rights (and other
               rights) of a stockholder with respect to such shares.

         (b)   Prior to the date that a Non-Employee Director has a fully earned
               and vested right to the shares comprising a Stock Award, the
               Committee, in its sole discretion, may award Dividend Rights (as
               defined below) with respect to such shares.

         (c)   On and after the date that a Non-Employee Director has a fully
               earned and vested right to the shares comprising a Stock Award,
               but before the shares have been distributed to the Non-Employee
               Director, the Non-Employee Director shall be entitled to Dividend
               Rights with respect to such shares, at the time and in the form
               determined by the Committee.

A "Dividend Right" with respect to shares comprising a Stock Award shall entitle
the Non-Employee Director, as of each dividend payment date, to an amount equal
to the dividends payable with respect to a share of Stock multiplied by the
number of such shares. Dividend Rights shall be settled in the same form (either
cash or in shares of Stock) as dividends paid to shareholders of the Company.


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         8.    Expiration of Awards. The "Expiration Date" with respect to an
award under the Plan means the earlier of the following dates:

         (a)   the ten-year anniversary of the date on which the award is
               granted; or

         (b)   the one-year anniversary of the date on which the Non-Employee
               Director's service as a director of the Company terminates for
               cause.

         9.    Pavment of Retainers: Elections.

         9.1.  Payment of Retainer. Subject to the terms and conditions of the
Plan, for each fiscal year of the Company commencing after November 11, 1997
(the "Award Year"), each individual who is a Non-Employee Director shall be paid
a retainer in an amount determined from time to time by the Board (the
"Retainer") in accordance with and subject to the following:

         (a)   For each Award Year, a "Cash Retainer" shall be payable to each
               individual who is a Non-Employee Director as of the first day of
               the Award Year in an amount equal to one-half of the Retainer for
               the Award Year; and

         (b)   For each Award Year, a "Stock Retainer" shall be payable to each
               individual who is a Non-Employee Director as of the first day of
               the Award Year in an amount equal to one-half of the Retainer for
               the Award Year, which Stock Retainer shall be payable in shares
               of Stock having a Fair Market Value equal to the Stock Retainer,
               with the Fair Market Value of any fractional share payable in
               cash.

Notwithstanding the foregoing, the Board, in its sole discretion, may determine
that an Award Year of less than 12 months is appropriate, in which case, the
amount of the Retainer for such Award Year shall be equitably adjusted as
determined by the Board.

         9.2.  Elections to Receive Stock. Subject to the terms and conditions
of the Plan, each Non-Employee Director may elect to forego receipt of all or
any portion of the Eligible Cash Payments (as defined below) payable to him in
any calendar year after the date of his election and instead to receive whole
shares of Stock of equivalent value to the Eligible Cash Payments so foregone
(determined in accordance with subsection 9.4); provided, however, that
elections made with respect to Eligible Cash Payments payable during the 1998
calendar year may be made after December 31, 1997 in accordance with uniform and
nondiscriminatory rules established by the Committee. An election under this
subsection 9.2 to have Eligible Cash Payments paid in shares of Stock shall be
valid only if it is in writing, signed by the Non-Employee Director, and filed
with the Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee, including, but not limited to, rules required to cause
the receipt of Stock pursuant to any such election to be exempt under Rule
16b-3. For purposes of the Plan, the term "Eligible Cash Payments" means the
Cash Retainer                                                                 


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and meeting fees and committee fees that would otherwise be payable to the
Non-Employee Director by the Company in cash as established, from time to time,
by the Board or any committee thereof.

         9.3.  Revocation of Election to Receive Stock. Once effective, an
election pursuant to subsection 9.2 to receive Stock shall remain in effect for
successive calendar years until it is revised or revoked. Any such revision or
revocation shall be in writing, signed by the Non-Employee Director, shall be
effective for the calendar year next following the date on which it is received
by the Committee, or such later date specified in such notice, and shall be
filed with the Committee in accordance with uniform and nondiscriminatory rules
established by the Committee, including, but not limited to, rules required to
cause the receipt of Stock (or the receipt of cash in lieu of Stock as
previously elected) to be exempt under Rule 16b-3.

         9.4.  Equivalent Amount of Stock. The number of whole shares of Stock
to be distributed to any Non-Employee Director by reason of his election
pursuant to subsection 9.2 to receive Stock in lieu of Eligible Cash Payments
shall be equal to (rounded to the nearest whole number of shares):
                                                                              
         (a)   the amount of the Eligible Cash Payments which the Non-Employee
               Director has elected to have paid to him in shares of Stock;

               DIVIDED BY

         (b)   the Fair Market Value of a share of Stock as of the date on which
               such Eligible Cash Payments would otherwise have been payable to
               the Non-Employee Director.

         10.   Deferred Compensation

         10.1. Deferral of Compensation. Subject to the terms and conditions of
the Plan, each Non-Employee Director, by filing a written "Deferral Election"
with the Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee, may elect to defer the receipt of all or any portion
of the Eligible Deferral Amounts (as defined below) otherwise payable to him on
or after the Effective Date until a future date (the "Distribution Date")
specified by the Non-Employee Director in his Deferral Election as of which
payment of his Deferred Compensation Account (as defined in subsection 10.2)
shall commence in accordance with subsection 10.3. If no Distribution Date is
specified in a Non-Employee Director's Deferral Election, the Distribution Date
shall be deemed to be the first business day in January of the year following
the date on which the Non-Employee Director ceases to be a director of the
Company for any reason. A Non-Employee Director's Deferral Election shall be
effective with respect to Eligible Deferral Amounts otherwise payable to him for
services rendered after the last day of the calendar year in which such election
is filed with the Committee; provided, however, that:


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         (a)   a Deferral Election which is filed within 30 days of the date on
               which a director first becomes a Non-Employee Director shall be
               effective with respect to all Eligible Deferral Amounts otherwise
               payable to him for periods after the date on which the Deferral
               Election is filed;

         (b)   a Deferral Election which relates to Eligible Deferral Amounts
               otherwise payable to a Non-Employee Director for the 1998
               calendar year after the Effective Date shall be effective if
               made in accordance with uniform and nondiscriminatory rules
               established by the Committee; and

         (c)   by notice filed with the Committee in accordance with uniform and
               nondiscriminatory rules established by it, a director may
               terminate or modify any Deferral Election as to Eligible Deferral
               Amounts payable for services rendered after the last day of the
               calendar year in which such notice is filed with the Committee;
               provided, however, that no modification may be made to the
               Distribution Date unless the Non-Employee Director shall file
               such notice with the Committee at least one year prior thereto.

Notwithstanding the provisions of paragraph (c) next above, the Committee may,
in its sole discretion, after considering all of the pertinent facts and
circumstances, approve a change to the Distribution Date which is requested by a
Non-Employee Director less than one year prior thereto. For purposes of the
Plan, the term "Eligible Deferral Amounts" shall mean the Retainer (including
both the Cash Retainer and the Stock Retainer) and meeting fees and committee
fees that would otherwise be payable to the Non-Employee Director by the
Company, all as established from time to time by the Board or any committee
thereof

        10.2.  Crediting and Adjustment of Deferred Amounts. The amount of any
Eligible Deferral Amounts deferred pursuant to a Non-Employee Director's
Deferral Election in accordance with subsection 10.1 ("Deferred Compensation")
shall be credited to a bookkeeping account maintained by the Company in the name
of the Non-Employee Director (the "Deferred Compensation Account"), which
account shall consist of two subaccounts, one known as the "Cash Subaccount" and
the other as the "Company Stock Subaccount." Any portion of the Stock Retainer
and any Eligible Cash Payments that the Non-Employee Director has elected to
receive in Stock pursuant to subsection 9.2 and, in each case, with respect to
which the Non-Employee Director has made a Deferral Election pursuant to
subsection 10.1 shall be credited to his Company Stock Subaccount. Any other
Deferred Compensation shall be credited to his Cash Subaccount. A Non-Employee
Director's Deferred Compensation Account shall be adjusted as follows:

        (a)    As of the first day of each calendar quarter (which dates are
               referred to herein as "Accounting Dates"), the Non-Employee
               Director's Cash Subaccount shall be adjusted as follows:


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               (i)   first, the amount of any distributions from the Cash Sub- 
                     account made since the last preceding Accounting Date shall
                     be charged to the Cash Subaccount

               (ii)  next. the balance of the Cash Sub-account after adjustment 
                     in accordance with subparagraph (i) above shall be credited
                     with interest since the last preceding Accounting Date
                     computed at the prime rate as reported by The Wall Street
                     Journal for such date, or if such date is not a business
                     day, for the next preceding business day; and

               (iii) finally, after adjustment in accordance with the-foregoing 
                     provisions of this subsection 10.2, the Cash Subaccount
                     shall credited with the Deferred Compensation otherwise
                     payable to the Non-Employee Director since the last
                     preceding Accounting Date which is to be credited to the
                     Cash Subaccount
                                           
        (b)    The Non-Employee Director's Company Stock Sub-account shall be
               adjusted as follows:

               (i)   as of any date on or after the Effective Date on which
                     Eligible Deferral Amounts would have been payable to the
                     Non-Employee Director in Stock but for his or her Deferral
                     Election, the Non-Employee Director's Company Stock Sub-
                     account shall be credited with that number of stock units
                     ("Stock Units") equal to the number of shares of Stock to
                     which he would have been entitled as of the applicable
                     date;

              (ii)   as of the date on which shares of Stock are distributed to
                     the Non-Employee Director in accordance with subsection 
                     10.3 below, the Company Stock Subaccount shall be charged
                     with an equal number of Stock Units; and

              (iii)  as of the record date for any dividend paid on Stock, the
                     Company Stock Subaccount shall be credited with that
                     number of additional Stock Units which is equal to the
                     number obtained by multiplying the number of Stock Units
                     then credited to the Company Stock Subaccount by the
                     amount of the cash dividend or the fair market value (as 
                     determined by the Board of Directors) of any dividend in
                     kind payable on a share of Stock, and dividing that
                     product by the then Fair Market Value of a share of Stock.

              In the event of any merger, consolidation, reorganization,
              recapitalization, spinoff, stock split, reverse stock split, 
              rights offering, exchange or other change in the corporate
              structure or capitalization of the Company affecting the



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              Stock, each Non-Employee Director's Company Stock Subaccount shall
              be equitably adjusted in such manner consistent with subsection
              5.3

        10.3. Payment of Deferred Compensation Account. Except as otherwise
provided in this subsection 10.3 or subsection 10.4, the balances credited to a
Non-Employee Director's Deferred Compensation Account shall each be payable to
the Non-Employee Director in 10 annual installments commencing as of the
Distribution Date and continuing on each annual anniversary thereof.
Notwithstanding the foregoing, a Non-Employee Director may elect, by filing a
notice with the Committee at least one year prior to the Distribution Date, to
change the number of payments to a single payment or to any number of annual
payments not in excess of ten. Each such payment shall include a cash portion,
if applicable, and a Stock portion, if applicable, as follows:

        (a)   The cash portion to be paid as of the Distribution Date or any
              anniversary thereof and charged to the Cash Subaccount shall be 
              equal to the balance of the Cash Subaccount multiplied by a
              fraction, the numerator of which is one and the denominator of 
              which is the number of remaining payments to be made, including 
              such payment.
        
        (b)   The Stock portion to be paid as of the Distribution Date or any 
              anniversary thereof and charged to the Company Stock Subaccount 
              shall be distributed in whole shares of Stock, the number of
              shares of which shall be determined by rounding to the next 
              highest integer the product obtained by multiplying the number 
              of Stock Units then credited to the Non-Employee Director's
              Company Stock Subaccount by a fraction, the numerator of which
              is one and the denominator of which is the number of remaining
              payments to be made, including such payment.

Notwithstanding the foregoing, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to a Non-Employee
Director (or former Non-Employee Director) in a lump sum as of any date.

        10.4. Payments in the Event of Death. If a Non-Employee Director dies
before payment of his Deferred Compensation Account commences, all amounts then
credited to his Deferred Compensation Account shall be distributed to his
Beneficiary (as described below), as soon as practicable after his death, in a
lump sum. If a Non-Employee Director dies after payment of his Deferred
Compensation Account has commenced but before the entire balance of such account
has been distributed, the remaining balance thereof shall be distributed to his
Beneficiary, as soon as practicable after his death, in a lump sum. Any amounts
in the Cash Subaccount shall be distributed in cash and any amounts in the Stock
Subaccount shall be distributed in whole shares of Stock determined in
accordance with paragraph 10.3(b). For purposes of the Plan, the Non-Employee
Director's "Beneficiary" is the person or persons the Non-Employee Director
designates, which designation shall be in writing, signed by the Non-Employee
Director and filed with the Committee prior to the Non-Employee Director's
death.

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A Beneficiary designation shall be effective when filed with the Committee in
accordance with the preceding sentence. If more than one Beneficiary has been
designated, the balance in the Non-Employee Director's Deferred Compensation
Account shall be distributed to each such Beneficiary per capita. In the absence
of a Beneficiary designation or if no Beneficiary survives the Non-Employee
Director, the Beneficiary shall be the Non-Employee Director's estate.

        11.   Miscellaneous.

        11.1. Effective Date. The Plan shall be effective upon the consummation
of the initial public offering of the Stock. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any awards under it are outstanding.

        11.2. Withholding Payments. the extent that any Non-Employee Director
would incur an obligation for Nebraska state income taxes on account of an award
or payment to him under the Plan or the exercise of any award under the Plan
(referred to as the "Withholding Obligation"), the Company, in its sole
discretion, may make a cash payment to such Non-Employee Director in an amount
such that, after payment of all federal; state or local taxes on such cash
payment, the Non-Employee Director retains a cash payment equal to the
Withholding Obligation.

        11.3. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

        (a)   Notwithstanding any other provision of the Plan, the Company shall
              have no liability to deliver any shares of Stock under the Plan or
              make any other distribution of benefits under the Plan unless such
              delivery or distribution would comply with all applicable laws and
              the applicable requirements of any securities exchange or similar
              entity.

        (b)   To the extent that the Plan provides for issuance of certificates
              to reflect the transfer of shares of Stock, the transfer of such
              shares may be effected on a non-certificated basis, to the extent
              not prohibited by applicable law or the rules of any stock
              exchange.

        11.4. Transferabilitv. Awards under the Plan are not transferable except
as designated by a Non-Employee Director by will or by the laws of descent and
distribution. To the extent that the Non-Employee Director who receives an award
under the Plan has the right to exercise such award, the award may be exercised
during the lifetime of the Non-Employee Director only by the Non-Employee
Director.

        11.5. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee


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<PAGE>   13




may, by advance written notice to affected persons, revise such notice procedure
from time to time. Any notice required under the Plan (other than a notice of
election) may be waived by the person entitled to notice.

        11.6. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Non-Employee Director or
other person entitled to benefits under the Plan, and any permitted modification
or revocation thereof, shall be in writing filed with the Committee at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require. Any
notice required under the Plan may be waived by the person entitled thereto.

        11.7. Agreement With the Company. At the time of an award to a
Non-Employee Director under the Plan, the Committee may require a Non-Employee
Director to enter into an agreement with the Company in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.

        11.8. Limitation of Implied Rights.

        (a)   Neither a Non-Employee Director nor any other person shall, by
              reason of the Plan, acquire any right in or title to any assets,
              funds or property of the Company whatsoever, including, without
              limitation, any specific funds, assets, or other property which
              the Company, in its sole discretion, may set aside in 
              anticipation of a liability under the Plan. A Non-Employee 
              Director shall have only a contractual right to the amounts, if
              any, payable under the Plan, unsecured by any assets of the 
              Company. Nothing contained in the Plan shall constitute a
              guarantee by the Company that the assets of such companies shall
              be sufficient to pay any benefits to any person.
        
        (b)   The Plan does not constitute a contract of continued service, and
              participation in the Plan shall not give any Non-Employee
              Director the right to be retained as a director of the Company,
              nor any right or claim to any benefit under the Plan, unless such
              right or claim has specifically accrued under the terms of the 
              Plan. Except as otherwise provided in the Plan, no award under 
              the Plan shall confer upon the holder thereof any right as a 
              shareholder of the Company prior to the date on which he all 
              service requirements and other conditions for receipt of such 
              rights.
        
        11.9. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.


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        11.10. Gender and Number. Where the context admits, words in one
gender shall include the other gender, words in the singular shall include the
plural and the plural shall include the singular.

        11.11. Source of Pavements. The provisions of this Sections 9 and 10
constitute only unfunded, unsecured promises of the Company to make payments to
directors (or other persons) in the future in accordance with the terms of the
Plan.

        11.12. Nonassignment. Neither a director's nor any other person's
rights to payments under the Plan are subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by creditors of the director.

        12.    Amendment and Termination.

        The Board may, at any time, amend or terminate the Plan, provided
that, subject to subsection 5.3 (relating to certain adjustments to shares) and
subsection 10.3 (relating to lump sum payments of amounts held in a Non-Employee
Director's Deferred Compensation Account), no amendment or termination may,
without the consent of the Non-Employee Director or beneficiary, if applicable,
materially adversely affect the rights of any Non-Employee Director or
beneficiary under any award made under the Plan or rights already accrued
hereunder prior to the date such amendment is adopted by the Board.

        13.    Chance in Control. Notwithstanding any provision in the Plan to
the contrary, upon a Change in Control, all outstanding Options will become
fully exercisable and all outstanding Stock Awards shall become fully vested.
For purposes of the Plan, the term "Change in Control" means a change the
beneficial ownership of the Company's voting stock or a change in the
composition of the Board which occurs as follows:



        (a)    Any "person" (as such term is used in Section 13(d) and
               14(d)(2) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act")) is or becomes a beneficial owner,
               directly or indirectly, of stock of the Company representing 30
               percent or more of the total voting power of the Company's then
               outstanding stock.

        (b)    A tender offer (for which a filing has been made with the
               Securities Exchange Commission ("SEC") which purports to comply
               with the requirements of Section 14(d) of the Exchange Act and
               the corresponding SEC rules) is made for the stock of the 
               Company, which has not been negotiated and approved by the Board.
               In case of a tender offer described in this paragraph (b), the 
               Change in Control will be deemed to have occurred upon the first
               to occur of (i) any time during the offer when the person (using
               the definition in (a) above) making the offer owns or has 
               accepted for payment stock of the Company with 25 percent or 
               more of the total voting power of the Company's stock, or (ii) 
               three business days before the offer is to terminate unless the
               offer is withdrawn first, if the person making the offer


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<PAGE>   15




               could own, by the terms of the offer plus any shares owned by
               this person, stock with 50 percent or more of the total voting
               power of the Company's stock when the offer terminates.

        (c)    Individuals who were the Board's nominees for election as
               directors of the Company immediately prior to a meeting of the
               shareholders of the Company involving a contest for the
               election of directors shall not constitute a majority of the
               Board following the election."



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