Exhibit  4.4
                                

       This  Exhibit 4.4, for  the  form  of Medusa Corporation Performance 
Restricted Share Agreement under the 1991 Long-Term Incentive Plan (as form 
used for 1995), (which was filed in February 1996 as an exhibit to the Form 
S-8,  File  No. 33-46182)  and  is  incorporated  by  reference  into  this 
Registration Statement.