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                        WESTERN PACIFIC AIRLINES, INC.
             1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                                   SECTION 1

          1.1  PURPOSES.  The purposes of the Western Pacific Airlines, Inc.
1996 Restricted Stock Plan for Non-Employee Directors (the "Plan") are to
enable the Company to attract and retain qualified persons for service as
members of the Board of Directors, to encourage ownership in the Company by
such directors and align their interests more directly with the long-term
growth and profitability of the Company.

                                   SECTION 2
                                  DEFINITIONS

          2.1  DEFINITIONS.  The following terms shall have the meanings set
forth below:

               (a)  "Annual Retainer" means the annual retainer paid by the
Company to each Non-Employee Director, which retainer may be modified from year
to year.

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

               (c)  "Code" means the Internal Revenue Code of 1986, as it maybe
amended from time to time.

               (d)  "Committee" means a committee consisting of members of the
Board who are empowered hereunder to take actions in the administration of the
Plan.  The Committee shall be so constituted at all times as to permit the Plan
to comply with Rule 16b-3.  Members of the Committee shall be appointed from
time to time by the Board, shall serve at the pleasure of the Board and may
resign at any time upon written notice to the Board.

               (e)  "Company" means Western Pacific Airlines, Inc., a Delaware
corporation.

               (f)  "Common Stock" means the $.001 par value common stock of
the Company.

               (g)  "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:  (x) if the Common Stock is listed on any
established stock 

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exchange or a national market system, including without limitation the 
National Market System of the National Association of Securities Dealers, 
Inc. Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share 
of Common Stock shall be the closing sales price for such stock (or the 
closing bid, if no sales were reported, as quoted on such system or exchange 
(or the exchange with the greatest volume of trading in Common Stock) on the 
last market trading day prior to the day of determination) as reported in the 
Wall Street Journal or such other source as the Board deems reliable; or (y) 
if the Common Stock is quoted on the Nasdaq System (but not on the National 
Market System thereof) or regularly quoted by a recognized securities dealer 
but selling prices are not reported, the Fair Market Value of a Share of 
Common Stock shall be the mean between the high and low asked prices for the 
Common Stock on the last market trading day prior to the date of 
determination, as reported in the Wall Street Journal or such other source as 
the Board deems reliable; or (z) in the absence of an established market for 
the Common Stock, the Fair Market Value thereof shall be determined in good 
faith by the Board.

               (h)  "Non-Employee Director" means a member of the Board who is
not an employee of the Company or any parent or subsidiary of the Company.  The
payment of a director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

               (i)  "Restricted Stock Award" means an award of Common Stock
granted to a Director pursuant to Section 6 that is subject to certain
restrictions imposed in accordance with the provisions of the Plan.

          2.2  GENDER AND NUMBER.  Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.

                                   SECTION 3
                              PLAN ADMINISTRATION

The Committee shall be responsible for the administration of the Plan. However,
the Committee shall have no authority, discretion or power to select the Non-
Employee Directors who will receive Restricted Stock Awards, determine the
Restricted Stock Awards to be granted pursuant to the Plan, the number of
shares of Common Stock to be issued thereunder or the time at which such
Restricted Stock Awards are to be granted, establish the duration and nature of
restricted Common Stock Awards or alter any other terms or conditions specified
in the Plan, except in the sense of administering the Plan subject to the
provisions of the Plan.  Subject to the foregoing limitations, the Committee is
authorized to construe and interpret the terms of the Plan, prescribe, amend
and rescind rules and regulations relating to the Plan, provide for conditions
and assurances deemed necessary or advisable to protect the interests of the
Company and make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan.  No member of the Committee shall be 

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liable for any action or determination made in good faith.  The 
determinations, interpretations and other actions of the Committee pursuant 
to the provisions of the Plan shall be binding and conclusive for all 
purposes and on all persons.

                                   SECTION 4
                           STOCK SUBJECT TO THE PLAN

          4.1  NUMBER OF SHARES.  One hundred thousand (100,000) shares of
Common Stock are authorized for issuance under the Plan in accordance with the
provisions of the Plan and subject to such restrictions or other provisions as
the Committee may from time to time deem necessary. Shares of Common Stock
which are issued as Restricted Stock Awards shall be applied to reduce the
maximum number of shares of Common Stock remaining available for use under the
Plan.  The Company shall at all times during the term of the Plan retain as
authorized and unissued Common Stock at least the number of shares from time to
time required under the provisions of the Plan, or otherwise assure itself of
its ability to perform its obligations hereunder.

          4.2  ADJUSTMENTS FOR COMMON STOCK SPLIT, COMMON STOCK DIVIDEND, ETC.
If the Company shall at any time change the number of issued shares of Common
Stock without new consideration to the Company (such as by stock dividend,
stock split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the shares) or
make a distribution of cash or property which has a substantial impact on the
value of issued shares of Common Stock, then the total number of shares of
Common Stock reserved for issuance under the Plan shall be appropriately
adjusted.  Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock reserved for issuance under
the Plan.

                                   SECTION 5
                                 PARTICIPATION

Each Non-Employee Director shall receive Restricted Stock Awards on the terms
and conditions set forth under the Plan.  Each Non-Employee Director shall, if
required by the Committee, enter into an agreement with the Company, in such
form as the Committee shall determine and which is consistent with the
provisions of the Plan, regarding the terms and conditions of the Restricted
Stock. In the event of any inconsistency between the provisions of the Plan and
any such agreement entered into hereunder, the provisions of the Plan shall
govern.

                                   SECTION 6
                            RESTRICTED STOCK AWARDS

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          6.1  GRANT OF RESTRICTED STOCK.  Each Non-Employee Director elected
at an annual meeting of stockholders shall receive fifty percent of the value
of the Annual Retainer in the form of a Restricted Stock Award.  Such awards
shall be made annually beginning on July 1, 1996 and each July 1 thereafter.
The total number of shares of Common Stock included in each such Restricted
Stock Award shall be determined by dividing one-half of the amount of the
Annual Retainer by the Fair Market Value of a share of Common Stock on the date
of grant.  Each Non-Employee Director elected to the Board after July 1 but
before October 31 shall receive one-half of the value of the Annual Retainer in
the form of a Restricted Stock Award multiplied by a fraction, the numerator of
which shall be the number of days between the date of such election and July 1
of the following year and the denominator of which shall be 365.  Such Awards
shall be made on the date of election as a Non-Employee Director.  In no event
shall the Company be required to issue fractional shares. Whenever under the
terms of this Section 6 a fractional share of Common Stock would otherwise be
required to be issued, an amount in lieu thereof shall be paid in cash based
upon the Fair Market Value of such fractional share.

          6.2  ISSUANCE OF COMMON STOCK.  After a grant of restricted stock,
pursuant to this Section, the applicable shares of Common Stock shall be duly
issued or transferred forthwith, and a certificate or certificates for such
shares shall be issued in the Non-Employee Director's name.  The Non-Employee
Director shall be a stockholder with respect to all such Common Stock
represented by such certificate or certificates, including the right to vote
such shares and to receive all dividends and other distributions (subject to
the provisions of Section 6.2(b) hereof) paid with respect to such shares.

          6.3  VESTING; RESTRICTIONS.  All Restricted Stock Awards made to Non-
Employee Directors will be fully vested upon the date of grant, subject to the
restrictions in Section 6.4.  Except as otherwise provided in the Plan, shares
of Common Stock received pursuant to a Restricted Stock Award may not be sold,
assigned, pledged, hypothecated, transferred or otherwise disposed of until the
restrictions applicable to such Common Stock have lapsed pursuant to Section
6.4.

          6.4  LAPSE OF RESTRICTIONS.  All restrictions on Common Stock covered
by a Restricted Stock Award shall lapse on the later of the May 1 or the date
that is two business days after the release of the Company's results of
operations for the fiscal quarter ended March 31, following the date of the
Restricted Stock Award; provided, however, that the shares may not be sold
until at least six months after the date of grant of the Common Stock.

          6.5  ENFORCEMENT OF RESTRICTIONS.  The Committee shall cause a legend
to be placed on the Common Stock certificates issued pursuant to each
Restricted Stock Award referring to the restrictions imposed in the Plan and,
in addition, may in its sole discretion require one or more of the following
methods of enforcing such restrictions:

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               (a)  Requiring the Non-Employee Director to keep the Common
Stock certificates, duly endorsed, in the custody of the Company while the
restrictions remain in effect; or

               (b)  Requiring that the Common Stock certificates, duly
endorsed, be held in the custody of a third party while the restrictions remain
in effect.

                                   SECTION 7
                      REORGANIZATION OR CHANGE OF CONTROL

          7.1  REORGANIZATION.  In the event that the Company is merged or
consolidated with another corporation (other than a merger or consolidation in
which the Company is the continuing corporation and which does not result in
any reclassification or change of outstanding stock), or if all or
substantially all of the assets of the Company are acquired by any other
corporation, business entity or person (other than a sale or conveyance in
which the Company continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the Company), or in
case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, the Committee, or the board of
directors of any corporation assuming the obligations of the Company, shall, as
to the Plan and outstanding Restricted Stock Awards, either (i) make
appropriate provision for the adoption and continuation of the Plan by the
acquiring or successor corporation and for the protection of any such
outstanding Restricted Stock Awards by the substitution on an equitable basis
of appropriate stock of the Company or of the merged, consolidated or otherwise
reorganized corporation which will be issuable with respect to the Common
Stock, provided that no additional benefits shall be conferred upon the Non-
Employee Directors holding such Restricted Stock Awards as a result of such
substitution, or (ii) accelerate the restriction period for any outstanding
Restricted Stock Awards so that all restrictions applicable to Restricted Stock
Awards shall lapse prior to any such event.

          7.2  CHANGE OF CONTROL.  In the event of a change of control of the
Company, as defined below, then all restrictions with respect to outstanding
Restricted Stock Awards shall immediately lapse.   For purposes of this
Section, a "Change in Control" means the happening of any of the following
after the registration by the Company of a class of securities of the Company
under the Exchange Act:

                    (a)  When any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act (other than the Company, a
Subsidiary  or a Company employee benefit plan, including any trustee of such
plan acting as trustee) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing twenty percent (20%) or more of the combined voting
power in the election of directors of the Company's then outstanding
securities; or

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                    (b)  At any time during any period of three consecutive
years or less, individuals who at the beginning of such period constitute the
Board (and any new Director whose election by the Board or whose nomination for
election by the Company's stockholders was approved by a vote of at least two-
thirds of the Directors then still in office who either were Directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority thereof;
or

                    (c)  A  tender offer or exchange offer to acquire
securities of the Company (other than such an offer made by the Company or any
Subsidiary ), whether or not such offer is approved or opposed by the Board is
made to acquire securities of the Company entitling the holders thereof to 20%
or more of the voting power in the election of directors of the Company; or

                    (d)  The stockholders of the Company shall approve a
merger, consolidation, share exchange, division or sale or other disposition of
assets of the Company as a result of which the stockholders of the Company
immediately prior to such transaction shall not hold, directly or indirectly,
immediately following such transaction a majority of the voting power in the
election of directors of (i) in the case of a merger or consolidation, the
surviving or resulting corporation, (ii) in the case of a share exchange, the
acquiring corporation or (iii) in the case of a division or a sale or other
disposition of assets, each surviving, resulting or acquiring corporation
which, immediately following the transaction, holds more than 10% of the
consolidated assets of the Company immediately prior to the transaction;
provided, however, that (i) if securities beneficially owned by a participant
in the Plan are included in determining the beneficial ownership of a Person
referred to in clause (i), (ii) a participant in the Plan is required to be
named pursuant to Item 2 of the Schedule 14D-1 (or any similar successor filing
requirement) required to be filed by the bidder making a tender offer referred
to in clause (iii), then no Change of Control with respect to such participant
shall be deemed to have occurred by reason of such event.

                                   SECTION 8
                              RIGHTS OF DIRECTORS

          8.1  RETENTION AS NON-EMPLOYEE DIRECTOR.  Nothing contained in the 
Plan or in any Restricted Stock Award granted under the Plan shall interfere 
with or limit in any way the right of the stockholders of the Company to 
remove any Non-Employee Director from the Board pursuant to the Bylaws of the 
Company, nor confer upon any Non-Employee Director any right to continue in 
the service of the Company.

          8.2  NONTRANSFERABILITY.  No right or interest of any Non-Employee 
Director in a Restricted Stock Award (prior to the completion of the 
restriction period applicable thereto), granted pursuant to the Plan, shall be 
assignable or transferable during the lifetime of the Non-Employee Director,
either voluntarily or involuntarily, or subjected to any lien, directly or

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indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy.  In the event of a Non-Employee
Director's death, a Non-Employee Director's rights and interests in Restricted
Stock Awards shall, to the extent provided in Section 6, be transferable by
testamentary will or the laws of descent and distribution.   If a person
entitled to payments or to exercise rights with respect to the Plan is disabled
from caring for his affairs because of mental condition, physical condition or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.

                                   SECTION 9
                             GENERAL RESTRICTIONS

          9.1  INVESTMENT REPRESENTATIONS.  The Company may require any Non-
Employee Director to whom a Restricted Stock Award is granted, as a condition
of receiving such Restricted Stock Award, to give written assurances in
substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Common Stock subject to the Restricted Stock
Award for his own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with Federal and
applicable state securities laws.

          9.2  COMPLIANCE WITH SECURITIES LAWS.  Each Restricted Stock Award 
shall be subject to the requirement that, if at any time counsel to the 
Company shall determine that the listing, registration or qualification of 
the shares subject to such Restricted Stock Award upon any securities 
exchange or under any state or federal law, or the consent or approval of any 
governmental or regulatory body, is necessary as a condition of, or in 
connection with, the issuance of shares thereunder, such Restricted Stock 
Award may not be accepted or exercised in whole or in part unless such 
listing, registration, qualification, consent or approval shall have been 
effected or obtained on conditions acceptable to the Committee.  Nothing 
herein shall be deemed to require the Company to apply for or to obtain such 
listing, registration or qualification.

          9.3  CHANGES IN ACCOUNTING RULES.  Notwithstanding any other 
provision of the Plan to the contrary, if, during the term of the Plan, any 
changes in the financial or tax accounting rules applicable to Restricted 
Stock Awards shall occur which, in the sole judgment of the Committee, may 
have a material adverse effect on the reported earnings, assets or 
liabilities of the Company, the Committee shall have the right and power to 
modify as necessary any then outstanding Restricted Stock Awards as to which 
the applicable restrictions have not been satisfied.

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          9.4  WITHHOLDING OF TAX.  To the extent required by applicable
federal, state or local law and regulation, each Non-Employee Director shall
make  arrangement satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of a Restricted Stock Award.
The Company shall have no obligation to issue shares of Common Stock until such
obligations are satisfied.  The Committee may require these obligations to be
satisfied by having the Company withhold a portion of the shares of Common
Stock otherwise issuable upon a Restricted Stock Award, or to the extent
permitted, by tendering shares previously acquired.

                                  SECTION 10
                 PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board may at any time terminate, and from time to time may amend or modify
the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the stockholders
if stockholder approval is required to enable the Plan to satisfy any
applicable statutory or regulatory requirements, or if the Company, on the
advice of counsel, determines that stockholder approval is otherwise necessary
or desirable and, provided further that no amendment or modification shall be
made to Section 6 more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules promulgated thereunder.

No amendment, modification or termination of the Plan shall in any manner
adversely affect any Restricted Stock Awards theretofore granted under the Plan
without the consent of the Non-Employee Director holding such Restricted Stock
Awards.

                                  SECTION 11
                              REQUIREMENTS OF LAW

          11.1 REQUIREMENTS OF LAW.  The issuance of stock and the payment of
cash pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.

          11.2 FEDERAL SECURITIES LAW REQUIREMENTS.  Awards granted hereunder 
shall be subject to all conditions required under Rule 16b-3 to qualify the 
Restricted Stock Award for any exception from the provisions of Section 16(b) 
of the 1934 Act available under that Rule.  Such conditions shall be set forth
in the agreement with the Non-Employee Director which describes the Restricted
Stock Award.  With respect to persons subject to Section 16 of the Exchange 
Act, transactions under the Plan are intended to comply with all applicable 
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Board or any committee thereof fails
to so comply, it shall be deemed null and void, to the extent permitted by law 
and deemed advisable by the or any committee thereof.

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          11.3 GOVERNING LAW.  The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.

                                  SECTION 12
                     EFFECTIVE DATE:  DURATION OF THE PLAN

          12.1 EFFECTIVE DATE.  The Effective Date of the Plan is June 1, 1996.
The Plan and each award granted under the Plan is conditioned on and shall be
of no force or effect until approved by the stockholders of the Company, unless
the Company, on the advice of counsel, determines that stockholder approval is
not necessary.

          12.2 DURATION.  The Plan shall terminate at such time as may be
determined by the Board of Directors, and no Restricted Stock Award shall be
granted after such termination. Restricted Stock Awards outstanding at the time
of the Plan termination shall become free of restrictions in accordance with
their terms.



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