8/19/98




                         CORDANT TECHNOLOGIES INC.
                                  DIRECTOR
                         RESTRICTED STOCK AGREEMENT


     THIS RESTRICTED STOCK AGREEMENT, dated July 1, 1998 is
made by and between Cordant  Technologies Inc., a Delaware corporation (the
"Company"),  and  ________________________,  a Director of the Company (the
"Grantee"):

     WHEREAS,  it is determined to be in the best  interests of the Company
and its Stockholders to offer grants of Restricted Stock as compensation to
directors  serving  on the Board of  Directors  of the  Company in order to
recruit  and retain  qualified  individuals  to serve as  Directors  of the
Company;

     WHEREAS,   it  is  in  the  best  interest  of  the  Company  and  its
Stockholders  that the  Grantee,  who is not an officer or  employee of the
Company, an opportunity to acquire shares of Common Stock of the Company as
part of the annual retainer  compensation  paid to Directors for serving on
the Board of Directors; and

     WHEREAS,  the terms and  conditions of the Company's 1996 Stock Awards
Plan, as amended and restated (the terms and conditions of which are hereby
incorporated  by reference and made a part of this  Agreement)  permits the
grants of Restricted Stock;

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  herein
contained  and other good and valuable  consideration,  receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:



                                 ARTICLE I.
                                DEFINITIONS

     Whenever the following  terms are used below in this  Agreement,  they
shall have the meaning specified below unless the context clearly indicates
to the contrary. All capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Plan.

     1.1. Board. "Board" means the Board of Directors of the Company.

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     1.2. Committee. "Committee" means a committee of two or more directors
of the Company who are "outside  directors" as such term is used in Section
162(m) of the Code and Non-Employee Directors for purposes of Rule 16b-3.

     1.3.  Common Stock.  "Common Stock" means the common stock,  $1.00 par
value,  of the  Company  or such  other  securities  as may be  substituted
therefore pursuant to the Plan.

     1.4. Exchange Act. "Exchange Act" means the Securities Exchange Act of
1934, as amended.

     1.5. Fair Market Value. "Fair Market Value" shall have the meaning set
forth in the Plan.

     1.6.  Plan.  "Plan"  means  the  1996  Stock  Awards  Plan of  Cordant
Technologies Inc. as amended ---- and restated.

     1.7.   Restrictions.   "Restrictions"   means  the  reacquisition  and
transferability  restrictions  imposed  upon  Restricted  Stock  under this
Agreement.

     1.8.  Restricted Stock.  "Restricted  Stock" means Common Stock issued
under this Agreement and subject to the Restrictions imposed hereunder.

     1.9.  Rule  16b-3.  "Rule  16b-3"  means such rule  adopted  under the
Exchange  Act,  as such  Rule may be  amended  from  time to  time,  or any
successor rule.

     2.0.  Securities  Act.  "Securities  Act" means the  Securities Act of
1933, as amended.



                                ARTICLE II.
                        ISSUANCE OF RESTRICTED STOCK

     In  consideration  for  the  services  rendered  to the  Company  as a
Director and for other good and valuable consideration,  on the date hereof
the Company  issues to the Grantee 428 shares of Restricted  Stock upon the
terms and conditions set forth in this Agreement.



                                ARTICLE III.
             RESTRICTIONS, VESTING AND REMOVAL OF RESTRICTIONS

     3.1.  Restrictions.  No shares of Restricted Stock granted pursuant to
this  Agreement may be sold,  traded,  assigned,  transferred  or otherwise
encumbered  until such shares shall become vested and  non-forfeitable  and
the restrictions thereon are removed.


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     3.2.  Vesting And  Removal Of  Restrictions.  No shares of  Restricted
Stock   granted   pursuant  to  this   Agreement   shall  vest  and  become
non-forfeitable  and the restrictions  thereon are removed ("Vested Stock")
until such date as the  director's  services  as a member of the  Company's
Board of  Directors  terminates,  which  shall  be the  date at  which  the
earliest of the following events occurs:

          (a) the director's death or permanent disability,

          (b)  mandatory   retirement,   pursuant  to  Company   director's
               retirement  policy,  effective  at the  end of the  term  of
               service  during which the  director has attained  retirement
               age  pursuant  to the  terms of such  directors'  retirement
               policy,

          (c)  resignation  or failure to stand for  re-election,  prior to
               such  mandatory  retirement  provided  that such action must
               have the  consent of at least 80% of all  directors  then on
               the Board, with the affected director abstaining, or

          (d)  the  occurrence  of a  merger,  consolidation,  acquisition,
               liquidation  or  dissolution  as described in Section 3.4 of
               this Agreement.

In the event the Grantee  terminates  his or her services  other than by an
event set forth in (a) through (d) above,  such  Restricted  Stock shall be
forfeited.

     3.3.  Legend.  Certificates  representing  shares of Restricted  Stock
issued pursuant to this Agreement shall,  until all restrictions  lapse and
new  certificates  are issued  pursuant to Section 3.4,  bear the following
legend:

         "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO
         CERTAIN VESTING  REQUIREMENTS  AND MAY BE SUBJECT TO FORFEITURE OR
         REACQUISITION BY CORDANT  TECHNOLOGIES  INC. (THE "COMPANY") UNDER
         THE TERMS OF A  RESTRICTED  STOCK  AGREEMENT  BY AND  BETWEEN  THE
         COMPANY  AND THE  HOLDER OF THE  SECURITIES.  PRIOR TO  VESTING OF
         OWNERSHIP  IN  THE  SECURITIES,  THEY  MAY  NOT  BE,  DIRECTLY  OR
         INDIRECTLY,   OFFERED,   TRANSFERRED,   SOLD,  ASSIGNED,  PLEDGED,
         HYPOTHECATED  OR  OTHERWISE  DISPOSED OF UNDER ANY  CIRCUMSTANCES.
         COPIES  OF THE  ABOVE  REFERENCED  AGREEMENT  ARE ON  FILE  AT THE
         OFFICES OF THE COMPANY."

The Company shall retain  custody of all shares of Restricted  Stock or may
hold such shares by book entry  registration  until such  restrictions  are
removed.  Grantee will execute  stock powers to permit the transfer of such
shares by the Company free of such  Restrictions,  including in an event of
forfeiture as the case may be.

     3.4. Lapse of  Restrictions.  Upon the vesting of the Restricted Stock
as provided in Section 3.1 and subject to Section  4.3,  the Company  shall
cause new  certificates  to be issued with respect to such Vested Stock and
delivered to the Grantee

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or his or her legal  representative,  free from the legend  provided for in
Section  3.3 and any of the other  Restrictions.  Such  Vested  Stock shall
cease to be considered Restricted Stock subject to the terms and conditions
of this Agreement.  Notwithstanding the foregoing,  no such new certificate
shall be delivered to the Grantee or his or her legal representative unless
and until the  Grantee or his legal  representative  shall have paid to the
Company in cash or by check the full amount of any federal, state and local
withholding or other  employment  taxes applicable to the taxable income of
the Grantee resulting from the lapse of the Restrictions.

     3.5. Merger, Consolidation,  Acquisition,  Liquidation or Dissolution.
Upon the (w)  dissolution  or  liquidation  of the  Company,  (x) merger or
consolidation  in which the Company or a  subsidiary  of the Company is not
the surviving  corporation,  (y) the sale of more than 50% of the Company's
capital stock or (z) the sale of all or substantially  all of the Company's
assets,  the Committee may then provide by resolution adopted prior to such
event that,  at some time prior to the  effective  date of such event,  all
Restricted Stock shall fully vest and all Restrictions with respect to such
Restricted Stock shall immediately expire.

     3.6.  Restrictions  On New  Stock.  In the  event  that the  Company's
outstanding  Common  Stock is changed  into or  exchanged  for a  different
number or kind of stock,  shares or other  securities  of the Company or of
another entity pursuant to a merger or  consolidation  of the Company,  the
sale of more than 50% of the Company's  capital  stock,  the sale of all or
substantially all of the Company's assets or other similar transaction,  or
a stock split, stock dividend,  reorganization,  recapitalization  or other
similar event,  such new,  additional or different  stock,  shares or other
securities which are held or received by the Grantee in his or her capacity
as a holder of Restricted  Stock shall be considered to be Restricted Stock
and shall be  subject  to all of the  Restrictions,  unless  the  Committee
provides,  pursuant  to  Section  3.5,  for  the  accelerated  vesting  and
expiration of the  Restrictions  on the  Restricted  Stock  underlying  the
distribution of the new, additional or different securities.



                                ARTICLE IV.
                               MISCELLANEOUS

     4.1.  Administration.  The Committee shall have the power to interpret
this Agreement and all other documents relating to the shares of Restricted
Stock and to adopt such rules for the  administration,  interpretation  and
application  of the Plan with respect to this  Agreement as are  consistent
therewith  and to  interpret,  amend or revoke any such rules.  All actions
taken and all  interpretations  and determinations made by the Committee in
good faith shall be final and binding upon the Grantee, the Company and all
other  interested  persons.  No member of the Committee shall be personally
liable for any action,  determination or interpretation  made in good faith
with  respect  to the  Plan or  Restricted  Stock  and all  members  of the
Committee  shall be fully  protected  by the Company in respect to any such
action, determination or interpretation.


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<PAGE>


     4.2. Restricted Stock Not Transferable.  No shares of Restricted Stock
or any interest or right  therein or part  thereof  shall be liable for the
debts,  contracts or engagements of the Grantee or his or her successors in
interest  or shall be  subject  to  disposition  by  transfer,  alienation,
anticipation,  pledge,  encumbrance,  assignment or any other means whether
such  disposition  be  voluntary or  involuntary  or by operation of law by
judgment,  levy,  attachment,  garnishment  or any other legal or equitable
proceedings (including  bankruptcy),  and any attempted disposition thereof
shall be null  and void and of no  effect;  provided,  however,  that  this
Section 4.2 shall not prevent  transfers by will or by  applicable  laws of
descent and  distribution  or pursuant  to a qualified  domestic  relations
order.

     4.3. Conditions to Issuance of Stock  Certificates.  The Company shall
not be required to issue or deliver any  certificate  or  certificates  for
shares of Restricted  Stock pursuant to this Agreement prior to fulfillment
of all of the following conditions:

     (a) The admission of such shares to listing on all stock  exchanges on
which the Common Stock is then listed;

     (b) The completion of any registration or  otherqualification  of such
shares under any state or federal law, or under the rulings or  regulations
of  the  Securities  and  Exchange  Commission  or any  other  governmental
regulatory body which the Committee shall, in its absolute discretion, deem
necessary or advisable;

     (c) The obtaining of any approval or other clearance from any state or
federal  governmental  agency which the  Committee  shall,  in its absolute
discretion, determine to be necessary or advisable;

     (d) The lapse of such  reasonable  period of time as the Committee may
establish from time to time for reasons of administrative convenience; and

     (e)  Subject to the  provisions  of Section  4.8,  the  receipt by the
Company  of  full  payment  for  such  shares,  including  payment  of  any
applicable withholding or other taxes and/or the lapse or removal of any of
the Restrictions.

     4.4. Notices. Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of its  Secretary,
and any notice to be given to the Grantee  shall be addressed to him or her
at the address given beneath his or her signature hereto. By a notice given
pursuant  to this  Section  4.4,  either  party may  hereafter  designate a
different  address  for  notices to be given to it, him or her.  Any notice
which is required to be given to the Grantee shall,  if the Grantee is then
deceased,  be  given  to the  Grantee's  personal  representative  if  such
representative has previously  informed the Secretary of the Company of his
or her status and address by written  notice  under this  Section  4.4. Any
notice shall have been deemed duly given when enclosed in a properly sealed
envelope  or  wrapper  addressed  as  aforesaid,  deposited  (with  postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.



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<PAGE>

     4.5. Rights as Stockholder. The Grantee shall have all the rights of a
stockholder with respect to the Restricted Stock granted hereby, subject to
the restrictions  provided for herein, and in the Plan, including the right
to vote the shares of  Restricted  Stock and to receive  all  dividends  or
other distributions paid or made with respect to the Restricted Stock.

     4.6.  Conformity to  Securities  Laws.  This  Agreement is intended to
conform to the extent  necessary  with all provisions of the Securities Act
and the Exchange Act and any and all regulations  and rules  promulgated by
the  Securities  and  Exchange  Commission  thereunder,  including  without
limitation,  Rule 16b-3.  Notwithstanding  anything herein to the contrary,
this Agreement  shall be  administered,  and the Restricted  Stock shall be
issued,  only in such a  manner  as to  conform  to such  laws,  rules  and
regulations.  To the extent permitted by applicable law, this Agreement and
the Restricted Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

     4.7.  Amendment.  This  Agreement  may be  amended  only by a  writing
executed  by the  parties  hereto  which  specifically  states  that  it is
amending this Agreement.

     4.8. Tax Withholding. The Company's obligation (i) to issue or deliver
to the Grantee any  certificate or  certificates  for  unrestricted  Common
Stock or (ii) to pay to the Grantee any  distributions  with respect to the
Restricted  Stock, is expressly  conditioned upon receipt from the Grantee,
on or prior to the date the same is required to be withheld, of:

     (a) Full  payment  (in cash or by  check) of any  amount  that must be
withheld by the Company for federal, state and/or local tax purposes; or

     (b) Subject to the  Committee's  consent,  full payment by delivery to
the Company of unrestricted and unencumbered  Common Stock previously owned
by the Grantee  duly  endorsed  for transfer to the Company by the Grantee,
with an aggregate Fair Market Value (determined,  as applicable,  as of the
date of the lapse of the restrictions or vesting,  or as of the date of the
distribution)  equal to the amount that must be withheld by the Company for
federal, state and/or local tax purposes; or

     (c) With respect to the  withholding  obligation for Restricted  Stock
that  becomes  unrestricted  as of a  certain  date (the  "Vesting  Date"),
subject  to the  Committee's  consent,  full  payment by  retention  by the
Company of a portion of such Restricted Stock which become  unrestricted or
vested with an aggregate  Fair Market Value  (determined  as of the Vesting
Date) equal to the amount that must be withheld by the Company for federal,
state and/or local tax purposes; or

     (d) Subject to the  Committee's  consent,  any combination of payments
provided for in the foregoing subsections (a), (b) or (c).

     4.9. Governing Law. The laws of the State of Delaware shall govern the
interpretation,  validity,  administration,  enforcement and performance of
the terms of

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<PAGE>


this Agreement regardless of the law that might be applied under principles
of conflicts of laws.



                                 ARTICLE V.
                            STOCKHOLDER APPROVAL

     Amendments  to the Plan under which the  Restricted  Stock  Awards are
granted  pursuant to this Agreement will be submitted to  stockholders  for
approval  on or before July 1, 1999  (within  twelve  months  after July 1,
1998, the Restricted  Stock grant date).  Such  Restricted  Stock shall not
vest prior to the time the Plan amendments are approved by stockholders and
further  provided if such approval has not been obtained by stockholders at
the end of such twelve month period all Restricted  Stock granted  pursuant
to this Agreement shall be canceled and become null and void.

     IN WITNESS WHEREOF,  this Agreement has been executed and delivered by
the parties hereto.


                                     CORDANT TECHNOLOGIES INC.




                                     By:________________________________
                                         Name:  Edwin M. North
                                        Title:  Vice President & Secretary



                                    GRANTEE



                                    By:_________________________________




                                    Date:________________________________


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