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                                                                 EXHIBIT 10(e)


                            QUAKER STATE CORPORATION
                            1996 DIRECTORS' FEE PLAN
                     (AS AMENDED EFFECTIVE JANUARY 1, 1997)

                                       1

                         PURPOSE; RESERVATION OF SHARES

      The purposes of the 1996 Directors' Fee Plan (the "Plan") are to provide
Directors of Quaker State Corporation (the "Corporation") with payment
alternatives for fees payable for future services as a member of the Board of
Directors of the Corporation (hereinafter referred to as the "Board") or as a
member of any committee thereof ("Director Fees") and to increase the
identification of interests between such Directors and the stockholders of the
Corporation by providing Directors the opportunity to elect to receive payment
of Director Fees in shares of Capital Stock, par value $1.00 per share, of the
Corporation ("Capital Stock").  For each calendar year, the aggregate number of
shares of Capital Stock which may be issued under Current Stock Elections or
credited to Deferred Stock Compensation Accounts for subsequent issuance under
the Plan is limited to 50,000 shares, subject to adjustment and substitution as
set forth in Section 5(b).


                                       2

                                  ELIGIBILITY

      Any Director of the Corporation who is separately compensated for
services on the Board or on any committee of the Board shall be eligible to
participate in the Plan.

                                       3

                                   ELECTIONS

      (a)  DIRECTOR FEE PAYMENT ALTERNATIVES.  For each calendar year beginning
January 1, 1997, a Director may elect any one of the following alternatives for
the payment of Director Fees:

              (1)  to receive current payment in cash, on the date on which the
      Director Fees are payable, of all Director Fees for the calendar year;

              (2)  to receive current payment in shares of Capital Stock, on
      the date on which the Director Fees are payable, of all Director Fees for
      the calendar year (a "Current Stock Election");

              (3)  to defer payment of all or a portion of the Director Fees
      for the calendar year for subsequent payment in cash (a "Cash Deferral
      Election"); or

              (4)  to defer payment of all the Director Fees for the calendar
      year for subsequent payment in shares of Capital Stock (a "Stock Deferral
      Election").

      (b)  FILING AND EFFECTIVENESS OF ELECTIONS.  The election by a Director
to receive payment of Director Fees other than in cash on the date on which the
Director Fees are otherwise payable is made

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by filing with the Secretary of the Corporation a Notice of Election in the
form prescribed by the Corporation (an "Election").  In order to be effective
for any calendar year, an Election must be received by the Secretary of the
Corporation on or before December 31 of the preceding calendar year, except
that if a Director files a Notice of Election on or before 30 days subsequent
to the Director's initial election to the office of Director, the Election
shall be effective on the date of filing with respect to Director Fees payable
for any portion of the calendar year which remains at the date of such filing.
An Election may not be modified or terminated after the beginning of a calendar
year for which it is effective.  Unless modified or terminated by filing a new
Notice of Election on or before December 31 immediately preceding the calendar
year for which such modification or termination is effective, an Election shall
be effective for and apply to Director Fees payable for each subsequent
calendar year.  Director Fees earned at any time for which an Election is not
effective shall be paid in cash on the date when the Director Fees are
otherwise payable.  Any Election shall terminate on the date a Director ceases
to be a member of the Board.

      (c)  CURRENT STOCK ELECTIONS.  During the period a Current Stock Election
is effective, all Director Fees payable shall be paid by the issuance to the
Director of a number of whole shares of Capital Stock equal to (x) 105% of the
cash amount of the Director Fees payable divided by (y) the Fair Market Value
of one share of the Capital Stock, as defined in Section 11 hereof, on the date
on which such Director Fees are payable.  Any amount of Director Fees which is
not paid in Capital Stock on the date otherwise payable because less than the
Fair Market Value of a whole share shall be accumulated in cash without
interest and added to the amount used in computing the number of shares of
Capital Stock issuable on the next succeeding date on which Director Fees are
payable under the Current Stock Election.  Any such accumulated fractional
amount remaining as of the effective date of any termination of a Current Stock
Election or of the termination of the Plan shall be paid to the Director in
cash on the next succeeding date on which Director Fees would have been payable
to the Director under the Current Stock Election.  The Corporation shall issue
share certificates to the Director for the shares of Capital Stock acquired or,
if requested in writing by the Director and permitted under such plan, the
shares acquired shall be added to the Director's account under the
Corporation's Automatic Dividend Reinvestment Plan.  As of the date on which
the Director Fees are payable in shares of Capital Stock, the Director shall be
a stockholder of the Corporation with respect to such shares.

      (d)  CASH DEFERRAL ELECTIONS.  Director Fees deferred pursuant to a Cash
Deferral Election shall be deferred and paid as provided in Sections 4 and 6.
If only a portion of the Director Fees otherwise payable for a calendar year
are deferred pursuant to a Cash Deferral Election, the Director Fees deferred
shall be the first Director Fees earned during such year after the Cash
Deferral Election becomes effective up to the amount of the Director Fees
subject to such Cash Deferral Election, and any later Director Fees with
respect to such calendar year shall be paid to the Director currently in cash.

      (e)  STOCK DEFERRAL ELECTIONS.  Director Fees deferred pursuant to a
Stock Deferral Election shall be deferred and paid as provided in Sections 5
and 6.  A Stock Deferral Election shall apply to all Director Fees otherwise
payable with respect to a calendar year, or portion thereof, for which such
Stock Deferral Election is effective.


                                       4

                       DEFERRED CASH COMPENSATION ACCOUNT

      (a)  GENERAL.  The amount of any Director Fees deferred in accordance
with a Cash Deferral Election shall be credited on the date on which such
Director Fees are otherwise payable to a deferred cash compensation account
maintained by the Corporation in the name of the Director (a "Deferred






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Cash Compensation Account").  A separate Deferred Cash Compensation Account
shall  be maintained for each calendar year for which a Director has elected a
different number of payment installments or as otherwise determined by the
Board.

      (b)  ADJUSTMENT FOR EARNINGS OR LOSSES.  The amount in the Director's
Deferred Cash Compensation Account shall be adjusted on a quarterly basis as of
the last day of each calendar quarter to reflect net earnings, gains or losses
for the quarter.  The adjustment for earnings, gains or losses for each quarter
shall be equal to the amount determined under (1) below as follows:

              (1)  DEEMED INVESTMENT OPTIONS.  The total amount determined by
      multiplying the rate earned (positive or negative) by each fund available
      below (taking into account earnings distributed and share appreciation
      (gains) or depreciation (losses) on the value of shares of the fund) for
      each month of the current calendar quarter by the portion of the balance
      in the Director's Deferred Cash Compensation Account as of the end of
      each such month, respectively, which is deemed to be invested in such
      fund pursuant to paragraph (2) below.

              Subject to elimination, modification or addition by the Board,
      the following shall be the funds available for the Director's election of
      deemed investments pursuant to paragraph (2) below:

                    (A)  Income Fund.  The Income Fund shall be the same as the
              Income Fund (Fund A) used from time to time by the Quaker State
              Corporation Thrift and Stock Purchase Plan (the "Thrift Plan").
              Fund A is currently primarily invested in the PNC Money Market
              Portfolio.  According to information supplied by PNC Bank, the
              PNC Money Market Portfolio is a mutual fund comprised of
              investments in a broad range of short-term, high quality, U.S.
              dollar-denominated instruments, such as government bonds, bank
              deposits, commercial and other short-term investments.  The
              objective is to provide as high a level of current interest
              income as possible while maintaining liquidity and stability of
              principal; however, principal is not guaranteed.  Earnings on
              Fund A investments are reinvested in the PNC Money Market
              Portfolio.

                    (B)  Bond Fund.  The Bond Fund shall be the same as the
              Bond Fund (Fund B) used from time to time by the Thrift Plan.
              Fund B is currently invested in the PNC Intermediate Government
              Portfolio.  According to information supplied by PNC Bank, the
              PNC Intermediate Government Portfolio is a mutual fund comprised
              primarily of U.S. Treasury and Agency obligations or instruments
              collateralized by such obligations.  This portfolio tends to
              perform best when interest rates are stable or in decline.  The
              objective is to maximize current income while preserving capital;
              however, principal is not guaranteed.  Until Thrift Plan
              contributions directed to Fund B are used to purchase
              investments, and at such other times as are necessary to properly
              administer the Thrift Plan, monies may be invested by the Trustee
              of the Thrift Plan in the PNC Money Market Portfolio described
              above.  Earnings on Fund B investments are reinvested in Fund B.

                    (C)  Equity Fund.  The Equity Fund shall be the same as the
              Equity Fund (Fund D) used from time to time by the Thrift Plan.
              Fund D is currently invested in the PNC Index Equity Portfolio.
              According to information supplied by PNC Bank, the PNC Index
              Equity Portfolio is a mutual fund consisting of a diversified
              holding of common stocks of companies which make up the Standard
              & Poor's 500 Stock Index in approximately the same proportions as
              represented on the Index.  The objective of the Portfolio is to
              duplicate or exceed the capital performance and dividend income
              of the Standard & Poor's 500 Stock Index.  The Portfolio will
              fluctuate along with the stock market and will  experience gain
              or loss on investments similar to the gain or loss represented by
              the Standard & Poor's 500 Stock Index; principal is not
              guaranteed.   Until Thrift Plan





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              contributions directed to Fund D are used to purchase
              investments, and at such other times as are necessary to properly
              administer the Thrift Plan, monies may be invested by the Thrift
              Plan Trustee in the PNC Money Market Portfolio described above.
              Earnings on Fund D investments are reinvested in Fund D.

                    (D)  Other Options.  In addition to, or in lieu of, the
              investment options described above, other funds may be
              established from time to time, as determined by the Board, and
              the Board may provide any other form of investment option it
              determines to be advisable; provided, however, that such funds
              and options shall be made available and communicated to all
              Directors on a uniform basis.

      (2)  DEEMED INVESTMENT ELECTIONS.

              (A)  The Director shall designate, on a form prescribed by the
      Corporation, the percentage, in ten percent (10%) multiples (or such
      other percentage as permitted from time to time by the Board), of the
      deferred Director Fees that are to be deemed to be invested in the
      available funds under paragraph (1) above.  Said designation shall be
      effective on a date specified by the Board and remain in effect and apply
      to all subsequent deferred Director Fees until changed as provided below.

              (B)  A Director may elect to change, on a calendar quarter basis
      (or on such other basis as permitted from time to time by the Board), the
      deemed investment election under paragraph (A) above with respect to
      future deferred Director Fees among one or more of the options then
      available by written notice to the Secretary of the Corporation, on a
      form prescribed by the Corporation (or by voice or other form of notice
      permitted by the Corporation), at least 10 days before the first day of
      the calendar quarter as of which the change is to be effective, with such
      change to be effective for deferred Director Fees credited to the
      Deferred Cash Compensation Account on or after the effective date.

              (C)  A Director may elect to reallocate the balance of his
      Deferred Cash Compensation Account, subject to limitations imposed by the
      Board, on a calendar quarter basis, in ten percent (10%) multiples (or
      such other percentage as permitted from time to time by the Board), among
      the deemed investment options then available.  A Director may make such
      an election by written notice to the Secretary of the Corporation, on a
      form prescribed by the Corporation (or by voice or other form of notice
      permitted by the Corporation), at least 10 days before the first day of
      the calendar quarter as of which the transfer election is to be
      effective, with such transfer to be based on the value of the Deferred
      Cash Compensation Account on the last day of the preceding quarter.

              (D)  The election of deemed investments among the options
      provided above shall be the sole responsibility of each Director.  The
      Corporation and Board members are not authorized to make any
      recommendation to any Director with respect to such election.  Each
      Director assumes all risk connected with any adjustment to the value of
      his Deferred Cash Compensation Account.  Neither the Board nor the
      Corporation in any way guarantees against loss or depreciation.

              (E)  All payments from the Plan shall be made pro rata from the
      portion of the Director's Deferred Cash Compensation Account which is
      deemed to be invested in the Income Fund, the Bond Fund and the Equity
      Fund and/or such other funds as may be available from time to time for
      deemed investment elections under the Plan.

      (c)  MANNER OF PAYMENT.  The balance of a Director's Deferred Cash
Compensation Account will be paid to the Director or, in the event of the
Director's death, to the Director's designated  beneficiary, in accordance with
the Cash Deferral Election.  A Director may elect at the time of filing




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of the Notice of Election for a Cash Deferral Election to receive payment of
the Director Fees in annual installments rather than a lump sum, provided that
the payment period for installment payments shall not exceed ten years
following the Payment Commencement Date, as described in Section 6 hereof.  The
amount of any installment shall be determined by multiplying (i) the balance in
the Director's Deferred Cash Compensation Account on the date of such
installment by (ii) a fraction, the numerator of which is one and the
denominator of which is the number of remaining unpaid installments.  The
balance of the Deferred Cash Compensation Account shall be appropriately
reduced on the date of payment to the Director or the Director's designated
beneficiary to reflect the installment payments made hereunder.  Amounts held
pending distribution pursuant to this Section 4(c) shall continue to be
credited with the earnings, gains or losses on a quarterly basis as described
in Section 4(b) hereof.


                                       5

                      DEFERRED STOCK COMPENSATION ACCOUNT

      (a)  GENERAL.  The amount of any Director Fees deferred in accordance
with a Stock Deferral Election shall be credited to a deferred stock
compensation account maintained by the Corporation in the name of the Director
(a "Deferred Stock Compensation Account").  A separate Deferred Stock
Compensation Account shall be maintained for each calendar year for which a
Director has elected a different number of payment installments or as otherwise
determined by the Board.  On each date on which Director Fees are otherwise
payable and a Stock Deferral Election is effective for a Director, the
Director's Deferred Stock Compensation Account for that calendar year shall be
credited with a number of shares of Capital Stock (including fractional shares)
equal to (x) 105% of the cash amount of the Director Fees payable divided by
(y) the Fair Market Value of one share of the Capital Stock, as defined in
Section 11 hereof, on the date on which such Director Fees are payable.  If a
dividend or distribution is paid on the Capital Stock in cash or property other
than Capital Stock, on the date of payment of the dividend or distribution to
holders of the Capital Stock each Deferred Stock Compensation Account shall be
credited with a number of shares of Capital Stock (including fractional shares)
equal to the number of shares of Capital Stock credited to such Account on the
date fixed for determining the stockholders entitled to receive such dividend
or distribution times the amount of the dividend or distribution paid per share
of Capital Stock divided by the Fair Market Value of one share of the Capital
Stock, as defined in Section 11 hereof, on the date on which the dividend or
distribution is paid.  If the dividend or distribution is paid in property, the
amount of the dividend or distribution shall equal the fair market value of the
property on the date on which the dividend or distribution is paid.  The
Deferred Stock Compensation Account of a Director shall be charged on the date
of distribution with any distribution of shares of Capital Stock made to the
Director from such Account pursuant to Section 5(c) hereof.

      (b)  ADJUSTMENT AND SUBSTITUTION.  The number of shares of Capital Stock
credited to each Deferred Stock Compensation Account, and the number of shares
of Capital Stock available for issuance or crediting under the Plan in each
calendar year in accordance with Section 1 hereof, shall be proportionately
adjusted to reflect any dividend or other distribution on the outstanding
Capital Stock payable in shares of Capital Stock or any split or consolidation
of the outstanding shares of Capital Stock.  If the outstanding Capital Stock
shall, in whole or in part, be changed into or exchangeable for a different
class or classes of securities of the Corporation or securities of another
corporation or cash or property other than Capital Stock, whether through
reorganization, reclassification, recapitalization, merger, consolidation or
otherwise, the Board shall adopt such amendments to the Plan as it deems
necessary to carry out the purposes of the Plan, including the continuing
deferral of any amount of any Deferred Stock Compensation Account.

      (c)  MANNER OF PAYMENT.  The balance of a Director's Deferred Stock
Compensation Account will be paid in shares of Capital Stock to the Director
or, in the event of the Director's death, to the





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Director's designated beneficiary, in accordance with the Stock Deferral
Election.  A Director may elect at the time of filing of the Notice of Election
for a Stock Deferral Election to receive payment of the shares of Capital Stock
credited to the Director's Deferred Stock Compensation Account in annual
installments rather than a lump sum, provided that the payment period for
installment payments shall not exceed ten years following the Payment
Commencement Date as described in Section 6 hereof.  The number of shares of
Capital Stock distributed in each installment shall be determined by
multiplying (i) the number of shares of Capital Stock in the Deferred Stock
Compensation Account on the date of payment of such installment, by (ii) a
fraction, the numerator of which is one and the denominator of which is the
number of remaining unpaid installments, and by rounding such result down to
the nearest whole number of shares.  The balance of the number of shares of
Capital Stock in the Deferred Stock Compensation Account shall be appropriately
reduced in accordance with Section 5(a) hereof to reflect the installment
payments made hereunder.  Shares of Capital Stock remaining in a Deferred Stock
Compensation Account pending distribution pursuant to this Section 5(c) shall
continue to be credited with respect to dividends or distributions paid on the
Capital Stock pursuant to Section 5(a) hereof and shall be subject to
adjustment pursuant to Section 5(b) hereof.  If a lump sum payment or the final
installment payment hereunder would result in the issuance of a fractional
share of Capital Stock, such fractional share shall not be issued and cash in
lieu of such fractional share shall be paid to the Director based on the Fair
Market Value of a share of Capital Stock, as defined in Section 11 hereof, on
the date immediately preceding the date of such payment.  The Corporation shall
issue share certificates to the Director, or the Director's designated
beneficiary, for the shares of Capital Stock distributed hereunder, or if
requested in writing by the Director and permitted under such plan, the shares
to be distributed shall be added to the Director's account under the
Corporation's Automatic Dividend Reinvestment Plan.  As of the date on which
the Director is entitled to receive payment of shares of Capital Stock, a
Director shall be a stockholder of the Corporation with respect to such shares.


                                       6

                           PAYMENT COMMENCEMENT DATE

      Payment of amounts in a Deferred Cash Compensation Account or a Deferred
Stock Compensation Account shall commence on March 30 (or if March 30 is not a
business day, on the first preceding business day) of the calendar year
following the calendar year during which the Director ceases to be a member of
the Board for any reason, including death or disability.

                                       7

                            BENEFICIARY DESIGNATION

      A Director may designate, in the Beneficiary Designation form prescribed
by the Corporation, any person to whom payments of cash or shares of Capital
Stock are to be made if the Director dies before receiving payment of all
amounts due hereunder.  A beneficiary designation will be effective only after
the signed beneficiary designation form is filed with the Secretary of the
Corporation while the Director is alive and will cancel all beneficiary
designations signed and filed earlier.  If the Director fails to designate a
beneficiary, or if all designated beneficiaries of the Director die before the
Director or before complete payment of all amounts due hereunder, any remaining
unpaid amounts shall be paid in one lump sum to the estate of the last to die
of the Director or the Director's designated beneficiaries, if any.






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                                       8

                          NON-ALIENABILITY OF BENEFITS

      Neither the Director nor any beneficiary designated by the Director shall
have the right to, directly or indirectly, alienate, assign, transfer, pledge,
anticipate or encumber (except by reason of death) any amount that is or may be
payable hereunder, nor shall any such amount be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Director or the Director's designated
beneficiary or to the debts, contracts, liabilities, engagements, or torts of
any Director or designated beneficiary, or transfer by operation of law in the
event of bankruptcy or insolvency of the Director or any beneficiary, or any
legal process.


                                       9

                          NATURE OF DEFERRED ACCOUNTS

      Any Deferred Cash Compensation Account or Deferred Stock Compensation
Account and any cash fractional amount accumulated under Section 3(c) shall be
established and maintained only on the books and records of the Corporation,
and no assets or funds of the Corporation or the Plan or shares of Capital
Stock of the Corporation shall be removed from the claims of the Corporation's
general or judgment creditors or otherwise made available until such amounts
are actually payable to Directors or their designated beneficiaries as provided
herein.  The Plan constitutes a mere promise by the Corporation to make
payments in the future.  The Directors and their designated beneficiaries shall
have the status of, and their rights to receive a payment of cash or shares of
Capital Stock under the Plan shall be no greater than the rights of, general
unsecured creditors of the Corporation.  No person shall be entitled to any
voting rights with respect to shares credited to a Deferred Stock Compensation
Account and not yet payable to a Director or the Director's designated
beneficiary.  The Corporation shall not be obligated under any circumstance to
fund its financial obligations under the Plan, and the Plan is intended to
constitute an unfunded plan for tax purposes.  However, the Corporation may, in
its discretion, set aside funds in a trust or other vehicle, subject to the
claims of its creditors, in order to assist it in meeting its obligations under
the Plan, if such arrangement will not cause the Plan to be considered a funded
deferred compensation plan under the Internal Revenue Code of 1986, as amended.


                                       10

                  ADMINISTRATION OF PLAN; HARDSHIP WITHDRAWAL

      Full power and authority to construe, interpret, and administer the Plan
shall be vested in the Board.  Decisions of the Board shall be final,
conclusive, and binding upon all parties.  Notwithstanding the terms of a Cash
Deferral Election or a Stock Deferral Election made by a Director hereunder,
the Board may, in its sole discretion, permit the withdrawal of amounts
credited to a Deferred Cash Compensation Account or shares credited to a
Deferred Stock Compensation Account with respect to Director Fees previously
payable, upon the request of a Director or the Director's representative, or
following the death of a Director upon the request of a Director's beneficiary
or such beneficiary's representative, if such Board determines that the
Director or the Director's beneficiary, as the case may be, is confronted with
an unforeseeable emergency.  For this purpose, an unforeseeable emergency is an
unanticipated emergency caused by an event that is beyond the control of the
Director or the Director's beneficiary and that would result in severe
financial hardship to the Director or the Director's beneficiary if an early
hardship withdrawal were  not permitted.  The Director or the Director's
beneficiary shall provide to such Board such evidence as the Board, in its
discretion, may





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require to demonstrate that such emergency exists and financial hardship would
occur if the withdrawal were not permitted.  The withdrawal shall be limited to
the amount or to the number of shares, as the case may be, necessary to meet
the emergency.  For purposes of the Plan, a hardship shall be considered to
constitute an immediate and unforeseen financial hardship if the Director has
an unexpected need for cash to pay for expenses incurred by him or a member of
his immediate family (spouse and/or natural or adopted children) such as those
arising from illness, casualty loss, or death.  Cash needs arising from
foreseeable events, such as the purchase or building of a house or education
expenses, will not be considered to be the result of an unforeseeable financial
emergency.  Payment shall be made as soon as practicable after the Board
approves the payment and determines the amount of the payment or number of
shares which shall be withdrawn, in a single lump sum from the portion of the
Deferred Cash Compensation Account or Deferred Stock Compensation Account, as
applicable, with the longest number of installment payments first, in each case
in accordance with Section 4(b)(2)(E) if the distribution is from the Deferred
Cash Compensation Account.  No Director shall participate in any decision of
the Board regarding such Director's request for a withdrawal under this Section
10.


                                       11

                               FAIR MARKET VALUE

      Fair market value of the Capital Stock shall be the mean between the
following prices, as applicable, for the date as of which fair market value is
to be determined as quoted in The Wall Street Journal (or in such other
reliable publication as the Board or its delegate, in its discretion, may
determine to rely upon):  (a) if the Capital Stock is listed on the New York
Stock Exchange, the highest and lowest sales prices per share of the Capital
Stock as quoted in the NYSE-Composite Transactions listing for such date, (b)
if the Capital Stock is not listed on such exchange, the highest and lowest
sales prices per share of Capital Stock for such date on (or on any composite
index including) the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which the Capital Stock is listed,
or (c) if the Capital Stock is not listed on any such exchange, the highest and
lowest sales prices per share of the Capital Stock for such date on the
National Association of Securities Dealers Automated Quotations System or any
successor system then in use ("NASDAQ").  If there are no such sale price
quotations for the date as of which fair market value is to be determined but
there are such sale price quotations within a reasonable period both before and
after such date, then fair market value shall be determined by taking a
weighted average of the means between the highest and lowest sales prices per
share of the Capital Stock as so quoted on the nearest date before and the
nearest date after the date as of which fair market value is to be determined.
The average should be weighted inversely by the respective numbers of trading
days between the selling dates and the date as of which fair market value is to
be determined.  If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value of the Capital Stock shall be the
mean between the bona fide bid and asked prices per share of Capital Stock as
so quoted for such date on NASDAQ, or if none, the weighted average of the
means between such bona fide bid and asked prices on the nearest trading date
before and the nearest trading date after the date as of which fair market
value is to be determined, if both such dates are within a reasonable period.
The average is to be determined in the manner described above in this Section
11.  If the fair market value of the Capital Stock cannot be determined on the
basis previously set forth in this Section 11 on the date as of which fair
market value is to be determined, the Board or its delegate shall in good faith
determine the fair market value of the Capital Stock on such date.  Fair market
value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.




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<PAGE>   9





                                       12

                      SECURITIES LAWS; ISSUANCE OF SHARES

      The obligation of the Corporation to issue or credit shares of Capital
Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares, if deemed necessary or appropriate by counsel for the
Corporation, (ii) the condition that the shares shall have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange, if any, on which the Capital Stock shares may then be listed and
(iii) all other applicable laws, regulations, rules and orders which may then
be in effect.  If, on the date on which any shares of Capital Stock would be
issued pursuant to a Current Stock Election or credited to a Deferred Stock
Compensation Account, sufficient shares of Capital Stock are not available
under the Plan or the Corporation is not obligated to issue shares pursuant to
this Section 12, then no shares of Capital Stock shall be issued or credited
but rather, in the case of a Current Stock Election, cash shall be paid in
payment of the Director Fees payable, and in the case of a Deferred Stock
Compensation Account, Director Fees and dividends which would otherwise have
been credited in shares of Capital Stock shall be credited in cash to a
Deferred Cash Compensation Account in the name of the Director.  The Board
shall adopt appropriate rules and regulations to carry out the intent of the
immediately preceding sentence if the need for such rules and regulations
arises.


                                       13

                                 GOVERNING LAW

      The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Delaware.


                                       14

                   EFFECTIVE DATE; AMENDMENT AND TERMINATION

      The Plan was adopted by the Board on March 21, 1996 and became effective
upon approval by the stockholders of the Corporation at its 1996 Annual Meeting
held on May 16, 1996.  On October 24, 1996, the Board amended the Plan
effective as of January 1, 1997.  The Board may further amend or terminate the
Plan at any time, provided that no such amendment or termination shall
adversely affect rights with respect to amounts or shares then credited to any
Deferred Cash Compensation Account or Deferred Stock Compensation Account.




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