Exhibit 10.4



                              WAUSAU PAPER CORP.
                   2005 DIRECTORS DEFERRED COMPENSATION PLAN

                        (AS AMENDED DECEMBER 16, 2005)


                              WAUSAU PAPER CORP.

                   2005 DIRECTORS DEFERRED COMPENSATION PLAN


      1.    ESTABLISHMENT OF PLAN.  Wausau Paper Corp. (the "Company") hereby
amends the Wausau Paper Corp. 2005 Directors Deferred Compensation Plan
December 16, 2005 (the "Plan"), effective as of January 1, 2005.

      2.    PURPOSE.  The purpose of the Plan is to provide an alternative
method of compensating members (the "Directors") of the Board of Directors of
the Company (the "Board"), whether or not they otherwise receive compensation
as employees of the Company, in order to aid the Company in attracting and
retaining as Directors persons whose abilities, experience, and judgment can
contribute to the continued progress of the Company and to provide a mechanism
by which the interests of the Directors and the shareholders can be more
closely aligned.

      3.    DEFINITIONS.  As used in this Plan, the following terms shall have
the meaning set forth in this paragraph 3:

            (a)   "ACCOUNT" means each account or subaccount established
pursuant to section 5(a) to record the Directors Fees deferred by a Participant
and the interest or Stock Equivalent Units to be credited on such amounts
pursuant to section 5.

            (b)   "BENEFICIARY" means such person or persons, or organization
or organizations, as the Participant from time to time may designate by a
written designation filed with the Company during the Participant's life.  Any
amounts payable hereunder to a Participant's Beneficiary shall be paid in such
proportions and subject to such trusts, powers, and conditions as the
Participant may provide in such designation.  Each such designation, unless
otherwise expressly provided therein, may be revoked by the Participant by a
written revocation filed with the Company during the Participant's life.  If
more than one such designation shall be filed by a Participant with the
Company, the last designation so filed shall control over any revocable
designation filed prior to such filing.  To the extent that any amounts payable
under this Plan to a Participant's Beneficiary are not effectively disposed of
pursuant to the above provisions of this paragraph 3(a), either because no
designation was in effect at the Participant's death or because a designation
in effect at the Participant's death failed to dispose of such amounts in their
entirety, then for purposes of this Plan, the Participant's "Beneficiary" as to
such undisposed of amounts shall be the Participant's estate.
                                       -1-
            (c)   A "CHANGE OF CONTROL" means the happening of any of the
following events:
<PAGE>
            (1)   The acquisition by any individual, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
      "Person") of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 20% or more of either (A) the then
      outstanding Common Stock (the "Outstanding Company Common Stock") or (B)
      the combined voting power of the then outstanding voting securities of
      the Company entitled to vote generally in the election of directors (the
      "Outstanding Company Voting Securities"); excluding, however, the
      following:  (i) any acquisition directly from the Company other than an
      acquisition by virtue of the exercise of a conversion privilege unless
      the security being so converted was itself acquired directly from the
      Company, (ii) any acquisition by the Company, (iii) any acquisition by
      any employee benefit plan (or related trust) sponsored or maintained by
      the Company or any entity controlled by the Company, (iv) any acquisition
      pursuant to a transaction which complies with clauses (A), (B), and (C)
      of subparagraph (3) of this paragraph 3(b), (v) except as provided in
      subparagraphs (4) and (5) of this paragraph 3(b), any acquisition by any
      of the Woodson Entities or any of the Smith Entities, or (vi) any
      increase in the proportionate number of shares of Outstanding Company
      Common Stock or Outstanding Company Voting Securities beneficially owned
      by a Person to 20% or more of the shares of either of such classes of
      stock if such increase was solely the result of the acquisition of
      Outstanding Company Common Stock or Outstanding Company Voting Securities
      by the Company; provided, however, that this clause (vi) shall not apply
      to any acquisition of Outstanding Company Common Stock or Outstanding
      Company Voting Securities not described in clauses (i), (ii), (iii),
      (iv), or (v) of this paragraph 3(b)(1) by the Person acquiring such
      shares which occurs after such Person had become the beneficial owner of
      20% or more of either the Outstanding Company Common Stock or Outstanding
      Company Voting Securities by reason of share purchases by the Company; or

            (2)   A change in the composition of the Board such that the
      individuals who, as of March 4, 1999, constitute the Board (such Board
      shall be hereinafter referred to as the "Incumbent Board") cease for any
      reason to constitute at least a majority of the Board; provided, however,
      for purposes of the Plan, that any individual who becomes a member of the
      Board subsequent to the Effective Date whose election, or nomination for
      election by the Company's shareholders, was approved by a vote of at
      least a majority of those individuals who are members of the Board and
      who were also members of the Incumbent Board (or deemed to be such
      pursuant to this proviso) shall be deemed to be
                                       -2
       and shall be considered as though such individual were a member of the
      Incumbent Board, but provided, further, that any such individual whose
      initial assumption of office occurs as a result of either an actual or
      threatened election contest (as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act) or other actual or
      threatened solicitation of proxies or consents by or on behalf of a
      Person other than the Board shall not be so deemed or considered as a
      member of the Incumbent Board; or

            (3)   Consummation of a reorganization, merger or consolidation, or
      sale or other disposition of all or substantially all of the assets of
      the Company or the acquisition of the assets or securities of any other
      entity (a "Corporate Transaction"); excluding, however, such a Corporate
      Transaction pursuant to which (A) all or substantially all of the
<PAGE>
      individuals and entities who are the beneficial owners, respectively, of
      the Outstanding Company Common Stock and Outstanding Company Voting
      Securities immediately prior to such Corporate Transaction will
      beneficially own, directly or indirectly, more than 60% of, respectively,
      the 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) (the "Resulting Corporation") in substantially
      the same proportions as their ownership, immediately prior to such
      Corporate Transaction, of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities, as the case may be, (B) no Person
      (other than the Company, any employee benefit plan (or related trust) of
      the Company, any Woodson Entity, any Smith Entity, or such Resulting
      Corporation) will beneficially own, directly or indirectly, 20% or more
      of, respectively, the outstanding shares of common stock of the Resulting
      Corporation or the combined voting power of the then outstanding voting
      securities of such Resulting Corporation entitled to vote generally in
      the election of directors except to the extent that such ownership
      existed with respect to the Company prior to the Corporate Transaction,
      and (C) individuals who were members of the Incumbent Board will
      constitute at least a majority of the members of the board of directors
      of the Resulting Corporation; or

            (4)   The Woodson Entities acquire beneficial ownership of more
      than 35% of the Outstanding Company Common Stock or Outstanding Company
      Voting Securities or of the outstanding shares of common stock or the
      combined voting power of the then
                                       -3-
      outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the Resulting
      Corporation; or

            (5)   The Smith Entities acquire beneficial ownership of more than
      35% of the Outstanding Company Common Stock or Outstanding Company Voting
      Securities or of the outstanding shares of common stock or 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
      Resulting Corporation; or

            (6)   The approval by the shareholders of the Company of a complete
      liquidation or dissolution of the Company.

      For purposes of this paragraph 3(b), the term "Woodson Entities" shall
mean Aytchmonde P. Woodson, Leigh Yawkey Woodson and Alice Richardson Yawkey,
members of their respective families and their respective descendants (the
"Woodson Family"), heirs or legatees of any of the Woodson Family members,
transferees by will, laws of descent or distribution or by operation of law of
any of the foregoing (including of any such transferees) (including any
executor or administrator of any estate of any of the foregoing), any trust
established by any of Aytchmonde P. Woodson, Leigh Yawkey Woodson, or Alice
Richardson Yawkey, whether pursuant to last will or otherwise, any partnership,
trust, or other entity established primarily for the benefit of, or any other
Person the beneficial owners of which consist primarily of, any of the
<PAGE>
foregoing or any Affiliates or Associates of any of the foregoing or any
charitable trust or foundation to which any of the foregoing transfers or may
transfer securities of the Company (including any beneficiary or trustee,
partner, manager or director of any of the foregoing or any other Person
serving any such entity in a similar capacity).

      For purposes of this paragraph 3(b), the term "Smith Entities" shall mean
David B. Smith and Katherine S. Smith, members of their respective families and
their respective descendants (the "Smith Family"), heirs or legatees of any of
the Smith Family members, transferees by will, laws of descent or distribution
or by operation of law of any of the foregoing (including of any such
transferees) (including any executor or administrator of any estate of any of
the foregoing), any trust established by either of David B. Smith or Katherine
S. Smith, whether pursuant to last will or otherwise, any partnership, trust or
other entity established primarily for the benefit of, or any other Person the
beneficial owners of which consist primarily of, any of the foregoing or any
Affiliates or Associates of any of the foregoing or any charitable trust or
foundation to which any of the foregoing transfers or may transfer securities
of the Company (including any beneficiary
                                       -4-
or trustee, partner, manager or director of any of the foregoing, or any
other Person serving any such entity in a similar capacity).

      For purposes of this paragraph 3(b), the terms "Affiliate" and
"Associate" shall have the meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act as in effect on the date
of this Plan.

            (d)   "CODE" means the Internal Revenue Code of 1986, as amended,
and reference to any section of the Code shall be deemed to include any
successor section or sections.  Any reference to a section of the Code shall
also be deemed to incorporate any regulation promulgated thereunder.

            (e)   "COMMITTEE" means the Compensation Committee of the Board.

            (f)   "COMMON STOCK" means the common stock, no par value, of the
Company.

            (g)   "CONTROLLED GROUP" means the Company and each other member of
the controlled group of corporations or other entities under common control to
which the Company belongs for purposes of determining whether a separation from
service has occurred pursuant to Section 409A of the Code and the regulations
promulgated thereunder.

            (h)   "DIRECTORS FEES" means all of the compensation to which a
Director would otherwise become entitled for services to be rendered as a
Director.

            (i)   "FAIR MARKET VALUE" of the Common Stock on any day shall be
deemed to be the mean between the published high and low sale prices at which
the Common Stock is traded on a bona fide over-the-counter market or, if such
stock is not so traded on such day, on the next preceding day on which the
Common Stock was so traded.

            (j)   "FISCAL YEAR" means the fiscal year of the Company as from
time to time in effect.
<PAGE>
            (k)   "KEY EMPLOYEE" means any employee of the Company or any other
member of the Controlled Group who is a "key employee" as determined pursuant
to Code Section 409A.
                                       -5-
            (l)   "PARTICIPANT" means a Director who has made an election to
defer Directors Fees in accordance with paragraph 4 or who has an undistributed
balance in his account.

            (m)   "TERMINATION OF EMPLOYMENT" means, with respect to a Director
who is an employee, termination of the Director's employment with the Company
and each other member of the Controlled Group.

            (n)   "TERMINATION OF SERVICE" means the later of (1) the bona fide
termination of a Participant's service as a member of the Board and (2) the
Participant's Termination of Employment.

      4.    RIGHT TO DEFER DIRECTORS FEES.

      (a)   Each Director may elect before January 1 of each Fiscal Year (each
such Fiscal Year a separate "Election Year") to defer the payment of all or any
portion of the Directors Fees to which the Participant would otherwise become
entitled for services to be rendered during such Election Year.  An election by
a Director to defer Directors Fees pursuant to this subparagraph (a) shall be
effective with respect to Directors Fees earned during the Election Year and
shall remain in effect only through the last day of the Election Year.

      (b)   Despite any other provision of subparagraph (a), if a person
becomes a Director during a fiscal year, such Director may elect to defer all
or any portion of the Directors Fees earned and payable with respect to the
Fiscal Year in which he is elected a Director (the "Initial Election Year") (1)
from and after the date on which he is elected a Director if an election is
filed on or before the date of such election, or (2) if no election is filed
pursuant to clause (1), on the first day of the first month immediately
following the month in such Initial Election Year in which such election is
made, if such election has been made within 30 days of the date on which he was
elected a Director.  An election by a Director to defer Directors Fees pursuant
to this subparagraph (b) shall remain in effect only through the last day of
the Initial Election Year.  Any election to defer payment of Directors Fees
other than the election of a Director under this paragraph 4(b) with respect to
the Initial Election Year shall be governed by the provision of paragraph 4(a).

            (c)   Directors Fees deferred by a Participant shall be
distributable in accordance with paragraph 9 hereof only after such
Participant's Termination of Service.  Any
                                       -6-
Directors Fees not subject to an election made in accordance with this
paragraph 4 shall be paid to the Director in cash.


      5.    ACCOUNTING AND ELECTIONS.

      (a)   The Company shall establish one or more subaccounts denominated as
the Participant's Deferred Cash Account and/or Deferred Stock Account.  Each
Participant's Deferred Cash Account or Deferred Stock Account, as the case many
be, shall be credited with the Directors Fees deferred by this Participant for
a single Election Year and any interest or Stock Equivalent Units credited on
such amounts.
<PAGE>
      (b)   Each Participant shall make an initial election at the time his
deferral election is filed with respect to the first Election Year of the
Participant pursuant to paragraph 4 to have his deferred Directors Fees
allocated to the Deferred Cash Account or the Deferred Stock Account
established under his Election Year Account.  At the same time a Participant
files an election pursuant to paragraph 4(a) with respect to a subsequent
Election Year, the Participant (1) shall elect to have the Directors Fees to be
deferred for such Election Year allocated to his Deferred Cash Account or
Deferred Stock Account which is established for such Election Year and (2) may
elect the proportion by which the cumulative balance of his Accounts as of the
last day of the Fiscal Year in which such election is made shall be allocated
among one or both of his Deferred Cash Accounts and Deferred Stock Accounts;
provided, however, that such proportion shall be applied in a uniform manner to
all of such Participant's Election Year Accounts then maintained under the
Plan.  The transfer of a Participant's Account balance pursuant to an election
made under subparagraph (b)(2) shall be made in accordance with the following:

            (1)   in the case of a transfer from a Deferred Cash Account into a
      Deferred Stock Account, that portion of the balance in the Participant's
      Deferred Cash Account as of the last day of the Fiscal Year in which the
      Participant has made an election to transfer his Deferred Cash Balance
      shall be determined after giving effect to all other adjustments required
      by this Plan and such portion shall be debited from the Participant's
      Deferred Cash Account and credited to his Deferred Stock Account
      effective as of the first day of the next subsequent Fiscal Year.

            (2)   in the case of a transfer from a Deferred Stock Account into
      a Deferred Cash Account, the number of Stock Equivalent Units in the
      Participant's Deferred Stock Account as of the last day of the Fiscal
      Year to which the Participant has made an
                                       -7-
      election to transfer his Deferred Stock Account shall be determined
      after giving effect to all other adjustments required by this Plan and
      such Stock Equivalent Units shall be converted into cash equivalent by
      multiplying the number of such units by an amount equal to the per
      share Fair Market Value of the Common Stock on the last day of the
      Fiscal Year.  Effective as of the first day of the next subsequent
      Fiscal Year, the Participant's Deferred Stock Account shall be debited
      by the number of Stock Equivalent Units so transferred and the
      Participant's Deferred Cash Account credited by the amount of cash
      equivalent so determined.

      Any election made by a Participant in accordance with this paragraph 5
shall remain in effect until a new election filed by the Participant becomes
effective.  A Participant's initial election shall be effective as of the date
the Director becomes a Participant.  Notwithstanding any other provision of
this Plan, no election pursuant to this paragraph 5 which changes the Account
to which Directors Fees deferred in a subsequent fiscal year are to be
allocated or changes the Account to which any balance in such Participant's
Accounts shall be allocated shall be effective (1) until such election has been
approved by the Board or (2) if it is made by a Participant within six months
of the immediately preceding election filed by such Participant, and any such
election which shall not have been approved by the Board or which occurs within
the period described in clause (2) shall be null and void.

      (c)   As of each date on which the Company shall make a payment of
<PAGE>
Directors Fees and a Participant has a deferral election then in effect, there
shall be credited to such Participant's Deferred Cash Account or Deferred Stock
Account, as the case may be in accordance with such Participant's most recent
effective election, the Directors Fees otherwise payable to such Participant in
cash as of such date.

      (d)   Within 90 days of the end of each Fiscal Year in which this Plan is
in effect, the Company shall furnish each Participant a statement of the year-
end balance in such Participant's Deferred Cash Account and Deferred Stock
Account.

      6.    FORM FOR ELECTIONS.  The Secretary of the Company shall provide
election forms for use by Directors in making an initial election to become a
Participant and for making all other elections or designations permitted or
required by the Plan.

      7.    DEFERRED CASH ACCOUNT.  As of the last day of each fiscal quarter,
there shall be computed, with respect to each Deferred Cash Account which is
then in existence, an amount equal to interest on the average daily balance in
such Account during such quarter, computed at a
                                       -8-
rate per annum equal to the prime rate of interest in The Wall Street Journal
on the first day of each calendar quarter.  In the event the prime rate is no
longer published in The Wall Street Journal (or in any substitute source as
provided for herein), the Committee shall select another published standard
by which to determine the prime rate then quoted by the principal banks in
the United States and the Committee's determination in good faith of such
rate shall be conclusive and binding on the Company and all Participants.
The amount so determined shall be credited to and become part of the balance of
such Account as of the first day of the next fiscal quarter.

      8.    DEFERRED STOCK ACCOUNT.

      (a)   As of each date on which the Company shall make a payment of
Directors Fees and a Participant has a deferral election then in effect which
provides for the deferral of payment of such fees to the Participant's Deferred
Stock Account, the Directors Fees otherwise payable to such Participant in cash
as of such date shall be converted into that number of "Stock Equivalent Units"
(rounded to the nearest one-ten thousandth of a unit) determined by dividing
the amount of such Directors Fees by an amount equal to the per share Fair
Market Value of the Common Stock on such date.

      (b)   On each date on which a dividend payable in cash or property is
paid on the Common Stock, there shall be credited to each Deferred Stock
Account such number of additional Stock Equivalent Units as are determined by
dividing (1) the amount of the cash or other dividend which would have then
been payable on the number of shares of Common Stock equal to the number of
Stock Equivalent Units (including fractional shares) then represented in such
Account by (2) an amount equal to the per share Fair Market Value of the Common
Stock on such date.  If the date on which a dividend is paid on the Common
Stock is the same date as of which Directors Fees are to be converted into
Stock Equivalent Units, the dividend equivalent to be credited to such Account
under this paragraph 8 shall be determined after giving effect to the
conversion of the credit balance in such Account into Stock Equivalent Units.

      (c)   The number of Stock Equivalent Units credited to a Participant's
<PAGE>
Deferred Stock Account shall be adjusted (to the nearest one-ten thousandth of
a unit) to reflect any change in the Common Stock resulting from a stock
dividend, stock split-up, combination, recapitalization or exchange of shares,
or the like.

      9.    DISTRIBUTION OF DEFERRED AMOUNTS.
                                       -9-
      (a)   Distribution of amounts represented in a Participant's Deferred
Cash Account or a Deferred Stock Account shall be made in accordance with the
following:

            (1)   Payment of the balance of the Deferred Cash Account and
      Deferred Stock Account of a Participant whose Termination of Service
      occurs for a reason other than death and prior to a Change of Control
      shall be made in a lump sum as of the last day of the fiscal quarter
      coincident with or immediately subsequent to the Participant's
      Termination of Service if the Participant has not otherwise made an
      effective election in accordance with the provisions of subparagraph (b).

            (2)   In the event a Participant incurs a Termination of Service
      because of his death or in connection with a Change of Control, payment
      of the balance of his Deferred Cash Account and Deferred Stock Account
      shall be made in a lump sum as of the last day of the fiscal quarter
      coincident with or immediately subsequent to the Participant's
      Termination of Service.

      (b)   Subject to the provisions of subparagraph (e), at the same time as
a Director files an election to participate for an Election Year pursuant to
paragraph 4, the Director shall elect the timing and form of distribution of
his Account or Accounts established pursuant to paragraph 5 for such Election
Year (the Participant's "Election Year Accounts") as provided in this
subparagraph (b).  Subsequent to a Participant having filed his initial
election pursuant to this subparagraph (b), but prior to his Termination of
Service, Participant may elect an optional form of distribution of such
Election Year Accounts (or change a previous election), but such election shall
be effective only if (1) such election, by its terms, will be effective not
less than 12 months after the date on which it is received by the Company, (2)
such election is made not less than 12 months prior to the date on which
distribution of his Accounts was otherwise scheduled to begin, (3) such
election defers the distribution of such Accounts to a date which is not less
than five years subsequent to the date on which distribution of his Accounts
was otherwise scheduled to begin, and (4) such election does not result in the
acceleration of the distribution of the Participant's Accounts.  All such
elections shall be subject to the automatic distribution provisions of
paragraph 9(a)(2), which shall govern the distribution of benefits in the event
of Termination of Service which occurs because of death or in connection with a
Change of Control.  Subject to the foregoing limitations of this subparagraph
(b), a Participant shall elect, with respect to each Election Year Account,
that payment of the balance of his Deferred Cash Account and Deferred Stock
Account for such Election Year shall be made in installments and:
                                       -10-
            (1)   the fiscal quarter in which distribution of the Participant's
      Election Year Accounts shall begin (but in no event (A) earlier than the
      Director's Termination of Service or (B) later than the earlier of (i)
      the quarter immediately following the quarter in which the Director's
      Termination of Service occurs after reaching mandatory retirement age, or
<PAGE>
      (ii) the date five years after the date of the Director's Termination of
      Service); and

            (2)   the number of fiscal quarters over which such Election Year
      Accounts shall be distributed to the Participant, which period shall not
      extend beyond the end of the 40th fiscal quarter following the fiscal
      quarter in which such distribution begins.

      (c)   If installment payments were elected by the Participant pursuant to
paragraph 9(b), distributions from the Participant's Election Year Accounts
shall be made in quarterly installments beginning on the first day of the first
fiscal quarter following the date on which such Participant's Termination of
Service occurs or each other later fiscal quarter as the Participant may have
specified.

            (1)   In the case of a Deferred Cash Account with respect to which
      installment payments were elected, the amount of each quarterly
      installment shall be determined by dividing the credit balance in such
      Account as of the distribution date by the number of installments then
      remaining unpaid.  The credit balance in such Account shall then be
      reduced by the amount of each distribution out of such Account.

            (2)   In the case of a Deferred Stock Account with respect to which
      installment payments were elected, the amount to be distributed as each
      quarterly installment shall be determined as follows:  (A) multiply the
      number of Stock Equivalent Units (including any fraction thereof) then
      reflected in such Account by the Fair Market Value of the Common Stock on
      such date; (B) add to the product so determined the amount (if any) which
      has been credited to such Account but which has not been converted into
      Stock Equivalent Units; and (C) divide the total so obtained by the
      number of installments then remaining unpaid.  The number of Stock
      Equivalent Units represented in a Deferred Stock Account shall be reduced
      forthwith by that number (rounded to the nearest one-ten thousandth of a
      unit) determined by dividing the amount of the distribution by the Fair
      Market Value of the Common Stock taken into account for purposes of
      clause (A) of the preceding sentence.
                                       -11-
      (d)   In the event that a Participant dies after receiving payment of
some, but less than all, of the entire balance of an Election Year Accounts to
which such Participant is entitled under this Plan, the unpaid balance shall be
paid in a lump sum to the Participant's Beneficiary.

      (e)   Notwithstanding any other provision of the Plan or any election
made or permitted to be made hereunder, no election as to the timing or form,
or both, of the distribution of a Participant's Accounts, and no other
distribution otherwise provided for by this Plan, shall be effective or made,
as the case may be, if such timing or distribution would cause the Plan to fail
to meet the requirements of Code Section 409A and cause the Participant to be
subject to the interest and additional tax imposed pursuant to Code Section
409A(a)(1)(B), and any such election or such other provision shall be modified
in the operation of the Plan so that the timing or form, or both, as the case
may be, corresponds as closely as possible to such election or other provision,
but will then comply with the requirements of Code Section 409A so as to
preclude the application of Code Section 409A(a)(1)(B); including, if required,
the deferral of any distribution for a period of not less than six months
following the Termination of Employment of a Participant who was a Key
Employee.
<PAGE>
      (f)   In the case of a Deferred Cash Account or a Deferred Stock Account
with respect to which payment is to be made in a lump sum, the amount of such
payment shall be determined as if installment payments had been elected and the
lump sum was the last (but only) such payment.

      (g)   After a Participant's Termination of Service occurs, neither such
Participant nor his Beneficiary shall have any right to modify in any way the
schedule for the distribution of amounts credited to such Participant under
this Plan as specified in the last election filed by the Participant.

      10.   INCOMPETENCY.  If, in the opinion of the Committee, a Participant
shall at any time be mentally incompetent, any payment to which such
Participant would be entitled under this Plan may, with the approval of the
Committee, be paid to the Participant's legal representative, or to any other
person for his benefit.

      11.   MISCELLANEOUS.

      (a)   This Plan shall be effective upon adoption by the Committee.
                                       -12-
      (b)   Amounts payable hereunder may not be voluntarily or involuntarily
sold or assigned, and shall not be subject to any attachment, levy, or
garnishment.

      (c)   Participation in this Plan by any person shall not confer upon such
person any right to be nominated for re-election to the Board, or to be re-
elected to the Board.

      (d)   The Company shall not be obligated to reserve or otherwise set
aside funds for the payment of its obligations hereunder, and the rights of any
Participant under the Plan shall be an unsecured claim against the general
assets of the Company.  All amounts due Participants or Beneficiaries under
this Plan shall be paid out of the general assets of the Company.

      (e)   The Committee shall have all powers necessary to administer this
Plan, including all powers of Plan interpretation, of determining eligibility,
the effectiveness of elections, and of deciding all other matters relating to
the Plan; provided, however, that no Participant shall take part in any
discussion of, or vote with respect to, a matter of Plan administration which
is personal to him, and not of general applicability to all Participants.  All
decisions of the Committee shall be final as to any Participant under this
Plan.

      (f)   The Committee may amend this Plan in any and all respects at any
time, or from time to time, or may terminate this Plan at any time, but any
such amendment or termination shall be without prejudice to any Participant's
right to receive amounts previously credited to such Participant under this
Plan.
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