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                               EXHIBIT 10.3(e)(ii)
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                                OGDEN CORPORATION
                            RESTRICTED STOCK PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                                 INTRODUCTION

     The purpose of this Plan is to enhance the profitability and value of the
Company for the benefit of its stockholders by enabling the Company to
automatically grant Restricted Stock to Non-Employee Directors with respect to
fifty percent (50%) of their Retainer Fees and fifty percent (50%) of their
Meeting Fees, thereby creating a means to raise the level of stock ownership by
Non-Employee Directors in order to attract, retain and reward such individuals
and strengthen the mutuality of interests between such individuals and the
Company's stockholders.

                                    ARTICLE I

                                   DEFINITIONS

     For purposes of this Plan, the following terms shall have the following
meanings:

     I.1 "BOARD" shall mean the Board of Directors of the Company.

     I.2 "CAUSE" shall mean (with regard to a Non-Employee Director's
Termination of Directorship) an act or failure to act that constitutes cause for
removal of a director under applicable Delaware law.

     I.3 "CHANGE IN CONTROL" shall have the meaning set forth in Article VII.

     I.4 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     I.5 "COMMON STOCK" shall mean the common stock, $.50 par value per share,
of the Company.

     I.6 "COMPANY" shall mean Ogden Corporation and any successor by merger,
consolidation or otherwise.

     I.7 "DISABILITY" shall mean the inability of the Non-Employee Director to
perform his material duties as a director of the Company due to a physical or
mental injury, infirmity or incapacity for one hundred eighty (180) consecutive
days. The existence or nonexistence of a Disability shall be determined by a
physician agreed in good faith to by the Non-Employee Director and the Board.

     I.8 "EFFECTIVE DATE" shall mean February 17, 2000.


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     I.9 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

     I.10 "FAIR MARKET VALUE" shall mean, on any date, (i) the closing price of
a share of Common Stock as reported on the principal securities exchange on
which shares of Common Stock are then listed or admitted to trading or (ii) if
not so reported, the average of the closing bid and ask prices on such date as
reported on the Nasdaq Stock Market, Inc. or (iii) if not so reported, as
furnished by any member of the National Association of Securities Dealers, Inc.
selected by the Board. In the event that the price of a share of Common Stock
shall not be so reported, the Fair Market Value of a share of Common Stock shall
be determined by a qualified appraiser selected by the Board. Notwithstanding
anything herein to the contrary, the fair market value of a share of Common
Stock on any date means the price for Common Stock set by the Board in good
faith based on reasonable methods set forth under Section 422 of the Code and
the regulations thereunder including, without limitation, a method utilizing the
average prices of the Common Stock reported on the principal national securities
exchange on which it is then traded on the Nasdaq Stock Market, Inc. during a
reasonable period designated by the Board.

     I.11 "MEETING FEE(S)" shall mean any fees to which a Non-Employee Director
is entitled for attending Board meetings (including by telephonic means) or for
attending the meetings of any Board committee (including by telephonic means) of
which the Non-Employee Director is a member. Meeting Fees shall not include
expense reimbursements, amounts realized upon the exercise of a stock option,
Restricted Stock or any other amounts paid to the Non-Employee Director.

     I.12 "NON-EMPLOYEE DIRECTOR" shall mean any non-employee director of the
Company who is not an employee of the Company.

     I.13 "PLAN" shall mean the Ogden Corporation Restricted Stock Plan for
Non-Employee Directors.

     I.14 "RESTRICTED STOCK" shall mean an award of shares of Common Stock under
the Plan that is subject to restrictions under Article V.

     I.15 "RESTRICTION PERIOD" shall have the meaning set forth in Subsection
5.3(a).

     I.16 "RETAINER FEE(S)" shall mean the fee to which a Non-Employee Director
is entitled for service on the Board as a director during a fiscal year of the
Company. Retainer Fees shall not include expense reimbursements, amounts
realized upon the exercise of a stock option, Restricted Stock or any other
amounts paid to the Non-Employee Director.

     I.17 "RULE 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

     I.18 "TERMINATION OF DIRECTORSHIP" shall mean that the Non-Employee
Director is has ceased to be a director (whether as a non-employee director or
an employee director) of the Company.

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     I.19 "TRANSFER" or "TRANSFERRED" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.

                                   ARTICLE II

                                 ADMINISTRATION

     II.1 THE BOARD. The Plan shall be administered and interpreted by the
Board.

     II.2 AWARDS OF RESTRICTED STOCK. The Board shall have full authority to
interpret the Plan and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan; to establish, amend and
rescind rules for carrying out the Plan; to administer the Plan, subject to its
provisions; to prescribe the form or forms of instruments evidencing awards of
Restricted Stock and any other instruments required under the Plan and to change
such forms from time to time; and to make all other determinations and to take
all such steps in connection with the Plan and the awards of Restricted Stock as
the Board, in its sole discretion, deems necessary or desirable, including the
delegation of its administrative responsibilities.

     II.3 GUIDELINES. The Board may correct any defect, supply any omission or
reconcile any inconsistency in this Plan or in any agreement relating thereto in
the manner and to the extent it shall deem necessary to carry this Plan into
effect but only to the extent any such action would be permitted under the
applicable provisions of Rule 16b-3. The Board may adopt special guidelines and
provisions for persons who are residing in, or subject to, the taxes of,
countries other than the United States to comply with applicable tax and
securities laws. To the extent applicable, this Plan is intended to comply with
the applicable requirements of Rule 16b-3 and shall be limited, construed and
interpreted in a manner so as to comply therewith.

     II.4 DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company or the Board (or any
of its members) arising out of or in connection with the Plan shall be within
the absolute discretion of all and each of them, as the case may be, and shall
be final, binding and conclusive on the Company and Non-Employee Directors and
their respective heirs, executors, administrators, successors and assigns.

     II.5 DESIGNATION OF CONSULTANTS/LIABILITY.

     (a) The Board may designate employees of the Company and professional
advisors to assist the Board in the administration of the Plan and may grant
authority to employees to execute agreements or other documents on behalf of the
Board.

     (b) The Company or the Board may consult with and employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of the Plan (who may be, legal counsel, a consultant or agent of the Company)
and may rely upon any opinion received from any such counsel or consultant and
any computation received from any


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such consultant or agent. Expenses incurred by the Board in the engagement of
any such counsel, consultant or agent shall be paid by the Company. The Board,
its members and any person designated pursuant to paragraph (a) above shall not
be liable for any action or determination made in good faith with respect to the
Plan. To the maximum extent permitted by applicable law, no officer of the
Company or member or former member of the Board shall be liable for any action
or determination made in good faith with respect to the Plan or any award of
Restricted Stock granted under it. To the maximum extent permitted by applicable
law and the Certificate of Incorporation and By-Laws of the Company, and to the
extent not covered by insurance, each officer and member or former member of the
Board shall be indemnified and held harmless by the Company against any cost or
expense (including reasonable fees of counsel reasonably acceptable to the
Company) or liability (including any sum paid in settlement of a claim with the
approval of the Company), and advanced amounts necessary to pay the foregoing at
the earliest time and to the fullest extent permitted, arising out of any act or
omission to act in connection with the Plan, except to the extent arising out of
such officer's, member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification the
officers, directors or members or former officers, directors or members may have
under applicable law or under the Certificate of Incorporation or By-Laws of the
Company. Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by an individual with regard to
awards of Restricted Stock granted to him or her under this Plan.

                                   ARTICLE III

                           SHARE AND OTHER LIMITATIONS

     III.1 SHARES TO BE DELIVERED. Shares to be issued under the Plan shall be
made available only from issued shares of Common Stock reacquired by the Company
and held in treasury. The aggregate number of shares of Common Stock which may
be issued under this Plan with respect to any award of Restricted Stock shall
not exceed 100,000 shares (subject to any increase or decrease pursuant to
Section 3.2). Notwithstanding the foregoing, if any shares of Restricted Stock
awarded under this Plan to a Non-Employee Director are forfeited for any reason,
the number of forfeited shares of Restricted Stock shall again be available for
purposes of granting awards of Restricted Stock under the Plan.

     III.2 ADJUSTMENTS UPON CERTAIN EVENTS.

     (a) ADJUSTMENTS. The existence of the Plan and any award of Restricted
Stock granted hereunder shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Common Stock, the dissolution or liquidation of the Company, any sale or
transfer of all or part of the assets or business of the Company, or any other
corporate act or proceeding.


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     (b) CAPITAL STRUCTURE. In the event of (i) any such change in the capital
structure or business of the Company by reason of any stock dividend or
distribution, stock split or reverse stock split, recapitalization,
reorganization, merger, consolidation, spin-off, split-up, combination or
exchange of shares, distribution with respect to its outstanding Common Stock or
capital stock other than Common Stock, sale or transfer of all or part of its
assets or business, reclassification of its capital stock, or any similar change
affecting the Company's capital structure or business and (ii) the Board
determines an adjustment is appropriate under the Plan, then the aggregate
number and kind of shares which thereafter may be issued under this Plan shall
be appropriately adjusted consistent with such change in such manner as the
Board may deem equitable to prevent substantial dilution or enlargement of the
rights granted to, or available for, Non-Employee Director under this Plan or as
otherwise necessary to reflect the change, and any such adjustment determined by
the Board shall be binding and conclusive on the Company and all Non-Employee
Directors and their respective heirs, executors, administrators, successors and
assigns.

     (c) FRACTIONAL SHARES. Fractional shares resulting from adjustment pursuant
to Sections 3.2(a) or (b) shall be eliminated by rounding down for fractions
less than one-half (1/2) and rounding up for fractions equal to or greater than
one-half (1/2). No cash settlements shall be made with respect to fractional
shares eliminated by rounding.

                                   ARTICLE IV

                                   ELIGIBILITY

     An award of Restricted Stock under this Plan may be automatically granted
to Non-Employee Directors of the Company.

                                    ARTICLE V

                           AWARDS OF RESTRICTED STOCK

     V.1 AWARDS OF RESTRICTED STOCK. (a) AMOUNT OF AWARDS. The Company shall pay
fifty percent (50%) of a Non-Employee Director's Retainer Fees and fifty percent
(50%) of a Non-Employee Director's Meeting Fees in the form of Restricted Stock.

     (b) DATE OF GRANT. Awards that are attributable to Retainer Fees shall be
made as of the first Board meeting of the Company's fiscal year, which shall be
treated as the date of grant for such award of Restricted Stock. Awards of
Restricted Stock that are attributable to Meeting Fees shall be made as of the
last day of the calendar quarter in which the Board meetings and/or committee
meetings occur, which shall be treated as the dates of grant for such awards;
provided, however, that in the event a Change in Control, awards of Restricted
Stock which would otherwise be made on the last day of the calendar quarter in
which the Change in Control occurs, shall be made as of the date of the Change
in Control. Unless the Board decides to take specific action at grant with
respect to an award of Restricted Stock (provided that it is consistent with the
Plan's terms), any grant to a Non-Employee


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Director of an award of Restricted Stock hereunder shall be automatic without
further action by the Board or the stockholders of the Company.

     (c) DETERMINATION OF RESTRICTED STOCK AWARD. As of each date of grant, as
determined in accordance with Section 5.1(b) above, each Non-Employee Director
shall receive that number of shares of Restricted Stock determined by dividing
(i) the amount of Retainer Fees or Meeting Fees that the Non-Employee Director
will receive in Restricted Stock, by (ii) (a) with respect to Retainer Fees, the
Fair Market Value of the Common Stock on the date of grant of the Restricted
Stock and (b) with respect to Meeting Fees, the average Fair Market Value for
the calendar quarter in which any such meeting occurs. Any fractional shares of
Restricted Stock resulting from the division of (i) by (ii) shall be eliminated
by rounding-down for fractions less than one-half (1/2) and rounding-up for
fractions equal to or greater than one-half (1/2). No cash settlements shall be
made with respect to fractional shares eliminated by rounding.

     (d) SPECIAL 1999 AWARDS. (i) As of the Effective Date, the Company shall
pay, in the form of Restricted Stock, fifty percent (50%) of the Meeting Fees
attributable to meetings held between September 17, 1999 and December 31, 1999.
Awards that are granted pursuant to this Section 5.1(d) shall be determined by
dividing (A) the amount of the Meeting Fees waived between September 17, 1999
and December 31, 1999 and (B) the average of the high and low sales prices of a
share of Common Stock on December 22, 1999. Any fractional shares of Restricted
Stock shall be eliminated by rounding-down for fractions less than one-half
(1/2) and rounding-up for fractions equal to or greater than one-half (1/2). No
cash settlements shall be made with respect to fractional shares eliminated by
rounding.

     (ii) In addition, as of the Effective Date, the Company shall pay 2000
shares of Restricted Stock to each Non-Employee Director who served on the
Company's "Special Committee" of the Board.

   V.2 AWARDS OF RESTRICTED STOCK AND CERTIFICATES. Restricted Stock granted
under this Article V shall also be subject to the following conditions:

     (a) PURCHASE PRICE. The purchase price for shares of Restricted Stock shall
be their par value or, to the extent permitted by applicable law, zero.

     (b) AGREEMENT. Awards of Restricted Stock shall be evidenced by an
agreement entered into between the Company and the Non-Employee Director. In the
event that the Non-Employee Director is required to pay the purchase price for
Restricted Stock in accordance with Section 5.2(a), such agreement must be
accepted within a period of sixty (60) days (or such shorter period as the Board
may specify at grant) after the award date by executing a Restricted Stock award
agreement and by paying the purchase price, if any.

     (c) VESTING. Except as otherwise provided in Article VII, shares of
Restricted Stock granted to a Non-Employee Director shall vest on the earliest
to occur: (i) the three (3) month anniversary of the date of grant of the award
of Restricted Stock; (ii) a Non-


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Employee Director's attainment of age seventy-two (72); (iii) a Non-Employee
Director's Disability; or (iv) a Non-Employee Director's death.

     (d) LEGEND. Each Non-Employee Director receiving an award of Restricted
Stock under this Article V shall be issued a stock certificate in respect of
such shares of Restricted Stock, unless the Board elects to use another system,
such as book entries by the transfer agent, as evidencing ownership of an award
of Restricted Stock. Such certificate shall be registered in the name of such
Non-Employee Director, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award of Restricted
Stock, substantially in the following form:

     "The anticipation, alienation, attachment, sale, transfer, assignment,
     pledge, encumbrance or charge of the shares of stock represented hereby are
     subject to the terms and conditions (including forfeiture) of the Ogden
     Corporation (the "Company") Restricted Stock Plan for Non-Employee
     Directors and an Agreement entered into between the registered owner and
     the Company dated ___________. Copies of such Plan and Agreement are on
     file at the principal office of the Company."

     (e) CUSTODY. If stock certificates are issued in respect of shares of
Restricted Stock, the Board may require that any stock certificates evidencing
such shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any award of Restricted Stock,
the Non-Employee Director shall have delivered a duly signed stock power,
endorsed in blank, relating to the Common Stock covered by such award of
Restricted Stock.

  V.3 RESTRICTIONS AND CONDITIONS ON AWARDS OF RESTRICTED STOCK. The shares
of Restricted Stock awarded pursuant to this Plan shall be subject to Article VI
and the following restrictions and conditions:

     (a) RESTRICTION PERIOD; VESTING AND ACCELERATION OF VESTING. The
Non-Employee Director shall not be permitted to Transfer shares of Restricted
Stock awarded under this Plan during the period or periods set by the Board (the
"Restriction Period") commencing on the date of such award of Restricted Stock,
as set forth in the Restricted Stock award agreement and such agreement shall
set forth a vesting schedule and any events which would accelerate vesting of
the shares of Restricted Stock.

     (b) RIGHTS AS STOCKHOLDER. Except as provided in this subsection (b) and
subsection (a) above and as otherwise determined by the Board, the Non-Employee
Director shall have, with respect to the shares of Restricted Stock, all of the
rights of a holder of shares of Common Stock of the Company including, without
limitation, the right to receive any dividends, the right to vote such shares
and, subject to and conditioned upon the vesting of shares of Restricted Stock,
the right to tender such shares. The Board may, in its sole


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discretion, determine at the time of grant that the payment of dividends shall
be deferred until, and conditioned upon, the expiration of the applicable
Restriction Period.

     (c) LAPSE OF RESTRICTIONS. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock subject to such Restriction
Period, the certificates for such shares shall be delivered to the Non-Employee
Director. All legends shall be removed from said certificates at the time of
delivery to the Non-Employee Director, except as otherwise required by
applicable law.

     V.4 TERMINATION OF DIRECTORSHIP FOR RESTRICTED STOCK. Unless otherwise
determined by the Board at grant or thereafter, upon a Non-Employee Director's
Termination of Directorship for any reason (other than death or Disability)
during the relevant Restriction Period, all Restricted Stock subject to
restriction shall be forfeited. Upon a Non-Employee Director's Termination of
Directorship by the Company for Cause, all Restricted Stock subject to
restriction shall be forfeited.

                                   ARTICLE VI

                               NON-TRANSFERABILITY

     Shares of Restricted Stock may not be Transferred prior to the date on
which such shares are issued, or, if later, the date on which the Restriction
Period lapses. No award of Restricted Stock shall, except as otherwise
specifically provided by law or herein, be Transferable in any manner prior to
the date on which the applicable Restriction Period lapses, and any attempt to
transfer any share prior to the date on which the applicable Restriction Period
lapses shall be void, and no award of Restricted Stock shall in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person who shall be entitled to such award, nor shall it be subject to
attachment or legal process for or against such person.

                                   ARTICLE VII

                          CHANGE IN CONTROL PROVISIONS

     VII.1 BENEFITS. Upon the occurrence of a Change in Control of the Company,
the restrictions to which any shares of Restricted Stock granted to a
Non-Employee Director prior to the Change in Control are subject shall lapse as
if the applicable Restriction Period had ended upon such Change in Control.

     VII.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred upon:

     (a) the acquisition by any person or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or
more of either (i) the then outstanding shares of common stock of the Company or
(ii) the combined voting power of the


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then outstanding voting securities of the Company entitled to vote generally in
the election of directors, provided that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company
(excluding any acquisition by virtue of the exercise of a conversion privilege),
(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
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if following such
reorganization, merger or consolidation the conditions described in clause (iii)
of paragraph (c) below are met.

     (b) individuals who, as of the Effective Date, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date, whose election, or nomination for election by the Company
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board; or

     (c) the stockholders of the Company approve: (i) a plan of complete
liquidation of the Company; or (ii) an agreement for the sale or disposition of
all or substantially all the Company's assets; or (iii) a merger, consolidation,
or reorganization of the Company with or involving any other corporation,
limited liability entity or similar person, other than a merger, consolidation,
or reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least seventy-five percent (75%) of the combined voting
power of the voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or reorganization.

     Notwithstanding the provisions of Section 7.2(b), in the event that there
is any change prior to May 11, 2000 of more than one-third of the individuals
who, as of the Effective Date, constitute the Board, such change shall be deemed
to be a "Change in Control."

                                  ARTICLE VIII

                      TERMINATION OR AMENDMENT OF THE PLAN

     Notwithstanding any other provision of this Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Non-Employee Director with


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respect to an award of Restricted Stock granted prior to such amendment,
suspension or termination, may not be impaired without the consent of such
Non-Employee Director.

     The Board may amend the terms of any award of Restricted Stock theretofore
granted, prospectively or retroactively, but, subject to Article III above or as
otherwise specifically provided herein, no such amendment or other action by the
Board shall impair the rights of any holder without the holder's consent.

                                   ARTICLE IX

                                  UNFUNDED PLAN

     This Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments as to which a Non-Employee
Director has a fixed and vested interest but which are not yet made to a
Non-Employee Director by the Company, nothing contained herein shall give any
such Non-Employee Director any rights that are greater than those of a general
creditor of the Company.

                                    ARTICLE X

                               GENERAL PROVISIONS

     X.1 REPRESENTATION AND LEGEND. The Board may require each person receiving
shares pursuant to an award of Restricted Stock under the Plan to represent to
and agree with the Company in writing that the Non-Employee Director is
acquiring the shares without a view to distribution thereof. In addition to any
legend required by this Plan, the certificates for such shares may include any
legend which the Board deems appropriate to reflect any restrictions on
Transfer.

     All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Board may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Board may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

     X.2 OTHER PLANS. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required and such arrangements may be
either generally applicable or applicable only in specific cases.

     X.3 NO RIGHT TO EMPLOYMENT. Neither this Plan nor the grant of any award of
Restricted Stock hereunder shall impose any obligation on the Company to retain
any Non-


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Employee Director as a director nor shall it impose on the part of any
Non-Employee Director any obligation to remain as a director of the Company.

     X.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made to a Non-Employee Director, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Non-Employee Director of, any federal,
state or local taxes required by law to be withheld. Upon the vesting of
Restricted Stock, or upon making an election under Code Section 83(b), a
Non-Employee Director shall pay all required withholding to the Company.

     The Board may permit any such statutory withholding obligation with regard
to any Non-Employee Director to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable or by delivering shares of Common Stock
already owned. Any fraction of a share of Common Stock required to satisfy such
tax obligations shall be disregarded and the amount due shall be paid instead in
case by the Non-Employee Director.

     X.5 LISTING AND OTHER CONDITIONS.

     (a) As long as the Common Stock is listed on a national securities exchange
or system sponsored by a national securities association, the issue of any
shares of Common Stock pursuant to an award of Restricted Stock shall be
conditioned upon such shares being listed on such exchange or system. The
Company shall have no obligation to issue such shares unless and until such
shares are so listed.

     (b) If at any time counsel to the Company shall be of the opinion that any
sale or delivery of shares of Common Stock pursuant to an award of Restricted
Stock is or may in the circumstances be unlawful or result in the imposition of
excise taxes on the Company under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such sale
or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock or awards of Restricted Stock.

     (c) Upon termination of any period of suspension under this Section 10.5,
any award of Restricted Stock affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available before
such suspension and as to shares which would otherwise have become available
during the period of such suspension.

     X.6 GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of the State of Delaware (regardless of the law that might
otherwise govern under applicable Delaware principles of conflict of laws).

     X.7 CONSTRUCTION. Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.


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     X.8 OTHER BENEFITS. No award of Restricted Stock payment under this Plan
shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company nor affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.

     X.9 COSTS. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any award of
Restricted Stock hereunder.

     X.10 NO RIGHT TO SAME BENEFITS. The provisions of an award of Restricted
Stock need not be the same with respect to each Non-Employee Director, and such
awards of Restricted Stock to individual Non-Employee Directors need not be the
same in subsequent years.

     X.11 SECTION 16(b) OF THE EXCHANGE ACT. All transactions under the Plan by
persons subject to Section 16 of the Exchange Act involving shares of Common
Stock, including, without limitation, the grant of Restricted Stock and any
withholding of shares of Common Stock by the Company to satisfy required
withholding are intended to comply with all exemptive conditions under Rule
16b-3. The Board may establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it
may deem necessary or proper for the administration and operation of the Plan
and the transaction of business thereunder.

     X.12 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

     X.13 HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

                                   ARTICLE XI

                                  TERM OF PLAN

     No award of Restricted Stock shall be granted pursuant to the Plan on or
after the tenth anniversary of the Effective Date Plan, but awards of Restricted
Stock granted prior to such tenth anniversary may extend beyond that date.


                                      12-

<PAGE>

                              EXHIBIT 10.3(E)(ii)

                          RESTRICTED STOCK AGREEMENT
                                 PURSUANT TO
                              OGDEN CORPORATION
                          RESTRICTED STOCK PLAN FOR
                           NON-EMPLOYEE DIRECTORS

                                                            February __, 2000

Dear [Director]:

     I am pleased to advise you that you were automatically granted as of the
_____ day of ________, 2000 (the "Grant Date")__________shares of the validly
issued common stock of the Company, $.50 par value per share (the "Shares")
subject and pursuant to the terms and conditions of the Ogden Corporation
(the "Company") Restricted Stock Plan for Non-Employee Directors (the "Plan")
and this letter.  The purchase price for the Shares is zero.  The Shares are
subject to certain restrictions relating to the passage of time as a
director.  While such  restrictions are in effect, the Shares subject to such
restrictions are referred to herein as "Restricted Stock".

     1. VESTING.  The Restricted Stock will become vested and cease to be
Restricted Stock (but will remain subject to paragraph 5 of this letter) on
the three month anniversary of the Grant Date (the "Restriction Period").
Notwithstanding the foregoing, the Restricted Stock will become vested and
cease to be Restricted Stock (but will remain subject to paragraph 5 of this
letter) upon the earliest of the following to occur; (i) your attainment of
age seventy-two (72); (ii) your Disability; (iii) your death; or (iv) the
occurrence of a Change in Control.

     2. FORFEITURE.  If you incur a Termination of Directorship for any
reason (other than your Disability or death) including, without limitation,
retirement, resignation or failure to stand for reelection or for Cause
during the relevent Restricted Period, you will forfeit to the Company,
without compensation, any and all unvested Restricted Stock.

     3. RIGHTS AS A HOLDER OF RESTRICTED STOCK.  From and after the Grant
Date, you will have the right to vote the Restricted Stock, to receive and
retain all regular cash dividends payable to holders of Shares of record on
and after the transfer of the Restricted Stock (although such dividends will
be treated, to the extend required by applicable law, as taxable income for
tax purposes), and to exercise all other rights, powers and privileges of a
holder of Shares with respect to the Restricted Stock, with the exceptions
that (i) you will not be entitled to delivery of the stock certificate or
certificates representing the Restricted Stock until the Restriction Period
has expired; (ii) the Company (or its designated agent) will retain custody
of the stock certificate or certificates representing the Restricted Stock
and any other property ("RS Property") issued in respect of the Restricted
Stock (other than regular cash dividends which will be paid to you) during
the Restriction Period; (iii) no RS Property will bear interest or be
segregated in separate accounts during the Restriction Period; and (iv) you
may not Transfer the Restricted Stock during the Restriction Period.

     4. TAXES; SECTION 83(B) ELECTION.  You acknowledge that it is your sole
responsibility to pay any taxes arising in connection with the Restricted
Stock and that it is your sole responsibility, and not the Company's, to file
timely and properly any election under Section 83(b) of the

<PAGE>

Internal Revenue Code and any corresponding provisions of state tax laws, if
you wish to utilize such election.

     5. SECURITIES REPRESENTATIONS.  The Shares are being issued to you in
reliance upon the following express representations and warranties:  (i) you
have been advised that you are an "affiliate" within the meaning of Rule 144
under the Securities Act of 1933 (the "Act") and in this connection the
Company is relying in part your representations set forth in this section;
(ii) since you are an affiliate within the meaning of Rule 144 of the Act,
the Shares must be held and sold only pursuant to any available exemption
from any applicable resale restrictions or until the Company files a
registration statement (or a "re-offer prospectus") with regard to such Shares
and the Company is under no obligation to register the Shares (or to file a
"re-offer prospectus"); and (iii) since you are an affiliate within the
meaning of Rule 144 of the Act, you understand that the exemption from
registration under Rule 144 will not be available unless (x) a public trading
market then exists for the Shares of the Company; (y) adequate information
concerning the Company is then available to the public; and (z) other terms
and conditions of Rule 144 or any exemption therefrom are complied with and
that any sale of the Shares may be made only in limited amounts in accordance
with such terms and conditions.

     6. ATTORNEY-IN-FACT STATUS.  The Company, its successors and assigns, is
hereby appointed your attorney-in-fact, with full power of substitution, for
the purpose of carrying out the provisions of this letter and taking any
action and executing any instruments which such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof, which appointment
as attorney-in-fact is irrevocable and coupled with an interest.  Upon the
Board of Director's request, you will deliver to the Company a duly signed
stock power, endorsed in blank, relating to the Restricted Stock.

     7. PLAN PROVISIONS CONTROL.  This letter and the grant hereunder are
subject to all the restrictions, terms and provisions of the Plan which are
incorporated herein by reference.  In the event of an inconsistency between
any provisions of the Plan and this letter, unless otherwise indicated, the
terms of the Plan will control.  The capitalized terms in this letter that
are not otherwise defined have the same meaning as set forth in Article I of
the Plan.

                             *       *       *

A copy of the Plan is attached to this letter.  Please sign a copy of this
letter acknowledging and accepting the terms and conditions of the grant and
return it to___________at Ogden Corporation, Two Pennsylvania Plaza, New
York, New York______________ within 60 days after the day and year first
above written.  If you have any questions in connection with the grant, feel
free to call ________________ at ______________.


Very truly yours,


George L. Farr


Accepted:

___________________             ________________
Name                            Date