EXHIBIT 99.4

IDEC PHARMACEUTICALS CORPORATION

1995 EMPLOYEE STOCK PURCHASE PLAN

AMENDED AND RESTATED EFFECTIVE MAY 20, 1999

I. PURPOSE OF THE PLAN

This Employee Stock Purchase Plan is intended to promote the
interests of IDEC Pharmaceuticals Corporation by providing eligible employees
with the opportunity to acquire a proprietary interest in the Corporation
through participation in a payroll-deduction based employee stock purchase plan
designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.

II. ADMINISTRATION OF THE PLAN

The Compensation Committee of the Board in its capacity as Plan
Administrator shall have full authority to interpret and construe any provision
of the Plan and to adopt such rules and regulations for proper administration of
the Plan as it may deem necessary or appropriate. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.

III. STOCK SUBJECT TO PLAN

A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 695,000 shares,
inclusive of the 200,000 share increase which the Board authorized on January
13, 1999 and the stockholders approved at the 1999 Annual Meeting held on May
20, 1999.

B. Should any change be made to the Common Stock by reason
of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date or purchasable in the
aggregate by all Participants on any one Purchase Date and (iii) the number and
class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.

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IV. OFFERING PERIODS

A. Shares of Common Stock shall be offered for purchase
under the Plan through a series of successive offering periods until such time
as (i) the maximum number of shares of Common Stock available for issuance under
the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

B. Each offering period shall be of such duration (not to
exceed twenty-four (24) months) as determined by the Plan Administrator prior to
the start date. The initial offering period commenced on the Effective Date and
ended on the last business day in June 1997; the next offering period commenced
on the first business day in July 1997 and terminated on the last business day
in June 1998. A new offering period commenced on the first business day in July
1998 and shall end on the last business day in December 1999. Subsequent
offering periods shall commence as designated by the Plan Administrator.

C. Each offering period shall be comprised of a series of
successive quarterly Purchase Periods. Purchase Periods shall commence on the
first business day in July, October, January and April each year and shall end
on the last business day in the following September, December, March and June,
respectively, each year. Accordingly, there shall be a maximum of eight (8)
quarterly Purchase Periods within each offering period.

D. Under no circumstances shall any offering period
commence under the Plan, nor shall any shares of Common Stock be issued
hereunder, until such time as (i) the Plan shall have been approved by the
Corporation's stockholders and (ii) the Corporation shall have complied with all
applicable requirements of the Securities Act, all applicable listing
requirements of any securities exchange (or the Nasdaq National Market if
applicable) on which shares of the Common Stock are listed for trading and all
other applicable statutory and regulatory requirements.

V. ELIGIBILITY

A. Each Eligible Employee shall be eligible to enter an
offering period under the Plan on the start date of any Purchase Period (within
that offering period) which begins on or after his or her completion of thirty
(30) days of continuous service with the Corporation or any Corporate Affiliate,
provided he or she remains an Eligible Employee on such start date. The date
such individual enters the offering period shall be designated his or her Entry
Date for purposes of that offering period.

B. To participate in the Plan for a particular offering
period, the Eligible Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a stock purchase agreement and a payroll
deduction authorization form) and file such forms with the Plan Administrator
(or its designate) prior to his or her scheduled Entry Date. However, each
individual who was a Participant in the offering period that commenced July 1,
1997 and that terminated on June 30, 1998 shall automatically be enrolled in the
offering period commencing July 1, 1998 and ending December 31, 1999, provided
the Participant is an Eligible Employee on July 1, 1998. Accordingly, July 1,
1998 shall be the Entry Date for each such Participant for the new offering
period.

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VI. PAYROLL DEDUCTIONS

A. The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock in an offering period may be any
multiple of one percent (1%) of the Eligible Earnings paid to the Participant
during each Purchase Period within that offering period, up to a maximum of ten
percent (10%). The deduction rate so authorized shall continue in effect for the
remainder of the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

(i) The Participant may, at any time during an
offering period, reduce his or her rate of payroll deduction to any
lower multiple of one percent of Eligible Earnings to become effective
as soon as possible after filing the appropriate form with the Plan
Administrator. The Participant may not, however, effect more than one
(1) such reduction per Purchase Period.

(ii) The Participant may, prior to the commencement
of any new Purchase Period within the offering period, increase or
decrease the rate of his or her payroll deduction by filing the
appropriate form with the Plan Administrator prior to the start date of
that Purchase Period. The new rate (which may not exceed the ten percent
(10%) maximum) shall become effective as of the start date of the first
Purchase Period following the filing of such form.

B. Payroll deductions shall begin on the first pay day
following the Participant's Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period. The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant shall
not be held in any segregated account or trust fund and may be commingled with
the general assets of the Corporation and used for general corporate purposes.

C. Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

D. The Participant's acquisition of Common Stock under the
Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.

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VII. PURCHASE RIGHTS

A. GRANT OF PURCHASE RIGHT. A Participant shall be granted
a separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right
shall be automatically exercised in installments on each Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant (other than any Participant whose payroll
deductions have previously been refunded in accordance with the Termination of
Purchase Right provisions below) on each such Purchase Date. The purchase shall
be effected by applying the Participant's payroll deductions for the Purchase
Period ending on such Purchase Date (together with any carryover deductions from
the preceding Purchase Period) to the purchase of whole shares of Common Stock
(subject to the limitation on the maximum number of shares purchasable per
Participant on any one Purchase Date) at the purchase price in effect for the
Participant for that Purchase Date.

C. PURCHASE PRICE. The purchase price per share at which
Common Stock will be purchased on the Participant's behalf on each Purchase Date
within the offering period shall be equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Common Stock on the
Participant's Entry Date into that offering period or (ii) the Fair Market Value
per share of Common Stock on that Purchase Date. However, for each Participant
whose Entry Date is other than the start date of the offering period, the clause
(i) amount shall in no event be less than the Fair Market Value per share of
Common Stock on the start date of that offering period.

D. NUMBER OF PURCHASABLE SHARES. The number of shares of
Common Stock purchasable by a Participant on each Purchase Date during the
offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Purchase Period ending with that Purchase Date (together with any carryover
deductions from the preceding Purchase Period) by the purchase price in effect
for the Participant for that Purchase Date. However, the maximum number of
shares of Common Stock purchasable per Participant on any one Purchase Date
shall not exceed 2,500 shares, subject to periodic adjustments in the event of
certain changes in the Corporation's capitalization.

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However, the Plan Administrator shall have the discretionary authority,
exercisable prior to the start of any offering period under the Plan, to
increase or decrease the limitation to be in effect for the number of shares
purchasable per Participant on each Purchase Date during that offering period.

In addition, the maximum aggregate number of shares of Common
Stock purchasable by all Participants on a particular Purchase Date (the
"Aggregate Limit") during the offering period which began July 1, 1998 shall not
exceed the number below such Purchase Date on the following chart:

Purchase Date 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
- --------------------------------------------------------------------------------------------

Maximum
Purchasable 17,000 18,000 19,000 20,000 20,000 21,000
Shares
- --------------------------------------------------------------------------------------------

However, if the Aggregate Limit for a particular Purchase Date
exceeds the number of shares of Common Stock actually purchased by all
Participants on that Purchase Date, then the number of shares equal to such
excess shall be carried over to the subsequent Purchase Date and thereby
increase the Aggregate Limit in effect for that date.

E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of shares of Common Stock on any Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded.

F. TERMINATION OF PURCHASE RIGHT. The following provisions
shall govern the termination of outstanding purchase rights:

(i) A Participant may, at any time at least five (5)
business days prior to the next Purchase Date in the offering period,
terminate his or her outstanding purchase right by filing the
appropriate form with the Plan Administrator (or its designate), and no
further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions
collected during the Purchase Period in which such termination occurs
shall, at the Participant's election, be immediately refunded or held
for the purchase of shares on the next Purchase Date. If no such
election is made at the time such purchase right is terminated, then the
payroll deductions collected with respect to the terminated right shall
be refunded as soon as possible.

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(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the
offering period for which the terminated purchase right was granted. In
order to resume participation in any subsequent offering period, such
individual must re-enroll in the Plan (by making a timely filing of the
prescribed enrollment forms) prior to his or her scheduled Entry Date
into that offering period.

(iii) Should the Participant cease to remain an
Eligible Employee for any reason (including death, disability or change
in status) while his or her purchase right remains outstanding, then
such individual (or the personal representative of the estate of a
deceased Participant) shall have the following election, exercisable up
until the end of the Purchase Period in which such cessation of Eligible
Employee status occurs:

(A) to withdraw all of the Participant's
payroll deductions to date during that Purchase Period or

(B) to have such funds held for the purchase
of shares on the next Purchase Date.

In the absence of such a timely election, the
Participant's payroll deductions shall be refunded as soon as
possible after the close of the Purchase Period. In no event,
however, may any payroll deductions be made on the Participant's
behalf following his/her cessation of Eligible Employee status.

(iv) Should the Participant cease to remain in active
service by reason of an approved unpaid leave of absence, then the
Participant shall have the election, exercisable up until the last
business day of the Purchase Period in which such leave commences, to
(a) withdraw all the funds in the Participant's payroll account at the
time of the commencement of such leave or (b) have such funds held for
the purchase of shares at the end of such Purchase Period. In no event,
however, shall any further payroll deductions be added to the
Participant's account during such unpaid leave. Upon the Participant's
return to active service, his or her payroll deductions under the Plan
shall automatically resume at the rate in effect at the time the leave
began, provided the Participant returns to service prior to the
expiration date of the offering period in which such leave began.

G. CORPORATE TRANSACTION. Each outstanding purchase right
shall automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the Purchase Period in which such Corporate Transaction occurs to the
purchase of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per

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share of Common Stock on the Participant's Entry Date into the offering period
in which such Corporate Transaction occurs or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Corporate
Transaction. However, the applicable limitation on the number of shares
purchasable per Participant shall continue to apply to any such purchase, and
the clause (i) amount above shall not, for any Participant whose Entry Date for
the offering period is other than the start date of that offering period, be
less than the Fair Market Value per share of Common Stock on such start date.

The Corporation shall use its best efforts to provide at least
ten (10)-days prior written notice of the occurrence of any Corporate
Transaction, and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding purchase rights prior to the effective
date of the Corporate Transaction.

H. PRORATION OF PURCHASE RIGHTS. Should the total number of
shares of Common Stock which are to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then
available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory
basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded.

I. ASSIGNABILITY. No purchase right granted under the Plan
shall be assignable or transferable by the Participant other than by will or by
the laws of descent and distribution following the Participant's death, and
during the Participant's lifetime the purchase right shall be exercisable only
by the Participant.

J. STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are purchased on the Participant's behalf in
accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.

A Participant shall be issued, as soon as practicable after the
date of each purchase, a stock certificate for the number of shares purchased on
the Participant's behalf. Such certificate may, upon the Participant's request,
be issued in the names of the Participant and his/her spouse as community
property or as joint tenants with right of survivorship. Alternatively, the
stock certificate may be delivered to a designated stock brokerage account
maintained for the Participant and held in "street name" in order to facilitate
the subsequent sale of the purchased shares.

VIII. ACCRUAL LIMITATIONS

A. No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans

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(within the meaning of Code Section 423) of the Corporation or any Corporate
Affiliate, would otherwise permit such Participant to purchase more than
Twenty-Five Thousand Dollars ($25,000) worth of stock of the Corporation or any
Corporate Affiliate (determined on the basis of the Fair Market Value of such
stock on the date or dates such rights are granted) for each calendar year such
rights are at any time outstanding.

B. For purposes of applying such accrual limitations, the
following provisions shall be in effect:

(i) The right to acquire Common Stock under each
outstanding purchase right shall accrue in a series of installments on
each Purchase Date during the offering period on which such right
remains outstanding.

(ii) No right to acquire Common Stock under any
outstanding purchase right shall accrue to the extent the Participant
has already accrued in the same calendar year the right to acquire
Common Stock under one (1) or more other purchase rights at a rate equal
to Twenty-Five Thousand Dollars ($25,000) worth of Common Stock
(determined on the basis of the Fair Market Value of such stock on the
date or dates of grant) for each calendar year such rights were at any
time outstanding.

C. If by reason of such accrual limitations, any purchase
right of a Participant does not accrue for a particular Purchase Period, then
the payroll deductions which the Participant made during that Purchase Period
with respect to such purchase right shall be promptly refunded.

D. In the event there is any conflict between the
provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be
controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan was adopted by the Board on January 25, 1995
and was approved by the Corporation's stockholders at the 1995 Annual Meeting.

B. On February 24, 1997, the Board amended the Plan to
increase the total share reserve available for issuance under the Plan by an
additional 150,000 shares, and such increase was approved by the Corporation's
stockholders at the 1997 Annual Meeting. The Plan was subsequently amended and
restated effective July 1, 1998, to effect the following changes: (i) to limit
the duration of the offering period beginning July 1, 1998 to an eighteen (18)
month period ending on December 31, 1999, (ii) to impose limits on the maximum
number of shares of Common Stock that may be purchased in the aggregate by all
Participants on each Purchase Date in the offering period commencing July 1,
1998; (iii) to delete the automatic reset feature of Plan under which a new
offering period would automatically commence if the Fair Market Value per share
of Common Stock on any Purchase Date within an offering period is less than the
Fair

8.
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Market Value per share of Common Stock on the start date of that offering
period; and (iv) to provide that the Plan may be amended or terminated to the
extent necessary to prevent the recognition of compensation expense for
financial accounting purposes should the accounting principles applicable to the
Plan change. The Plan was subsequently amended and restated on January 13, 1999
to effect the following changes: (i) increase the total share reserve available
for issuance under the Plan by an additional 200,000 shares of Common Stock,
subject to stockholder approval at the 1999 Annual Meeting, and (ii) to give the
Plan Administrator the discretionary authority to increase or decrease the
limitation to be in effect for the number of shares purchasable per Participant
on each Purchase Date. No purchase rights shall be granted on the basis of the
200,000-share increase authorized by the January 13, 1999 Amendment unless and
until that amendment is approved by the stockholders. Such amendment was so
approved at the 1999 Annual Stockholders Meeting held on May 20, 1999.

C. Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the last business day in June 2005, (ii) the
date on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following its
termination.

X. AMENDMENT OF THE PLAN

A. The Board may alter, amend, suspend or discontinue the
Plan at any time to become effective immediately following the close of any
Purchase Period. However, the Plan may be amended or terminated immediately upon
Board action, if and to the extent necessary to assure that the Corporation will
not recognize, for financial accounting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan on the Effective
Date be subsequently revised so as to require the recognition of compensation
expense in the absence of such amendment or termination.

B. In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Corporation's
stockholders: (i) materially increase the number of shares of Common Stock
issuable under the Plan except for permissible adjustments in the event of
certain changes in the Corporation's capitalization, (ii) alter the purchase
price formula so as to reduce the purchase price payable for the shares of
Common Stock purchasable under the Plan or (iii) materially increase the
benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.

XI. GENERAL PROVISIONS

A. All costs and expenses incurred in the administration of
the Plan shall be paid by the Corporation.

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B. Nothing in the Plan shall confer upon the Participant
any right to continue in the employ of the Corporation or any Corporate
Affiliate for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Corporate Affiliate
employing such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any
reason, with or without cause.

C. The provisions of the Plan shall be governed by the laws
of the State of California without resort to that State's conflict-of-laws
rules.

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SCHEDULE A
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF THE EFFECTIVE DATE

IDEC Pharmaceuticals Corporation

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APPENDIX

The following definitions shall be in effect under the Plan:

A. BOARD shall mean the Corporation's Board of Directors.

B. CODE shall mean the Internal Revenue Code of 1986, as
amended.

C. COMMON STOCK shall mean the Corporation's common stock.

D. CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.

E. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction, or

(ii) sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation.

F. EFFECTIVE DATE shall mean July 3, 1995, the first
business day in July 1995. Any Corporate Affiliate which becomes a Participating
Corporation after such Effective Date shall designate a subsequent Effective
Date with respect to its employee-Participants.

G. ELIGIBLE EARNINGS shall mean the (i) regular base salary
paid to a Participant by one or more Participating Companies during such
individual's period of participation in the Plan, plus (ii) any pre-tax
contributions made by the Participant to any Code Section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate, plus (iii) all of the
following amounts to the extent paid in cash: overtime payments, bonuses,
commissions, profit-sharing distributions and other incentive-type payments.
However, Eligible Earnings shall NOT include any contributions (other than Code
Section 401(k) or Code Section 125 contributions deducted from Eligible
Earnings) made on the Participant's behalf by the Corporation or any Corporate
Affiliate to any deferred compensation plan or welfare benefit program now or
hereafter established.

A-1.
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H. ELIGIBLE EMPLOYEE shall mean any person who is engaged,
on a regularly-scheduled basis of more than twenty (20) hours per week for more
than five (5) months per calendar year, in the rendition of personal services to
any Participating Corporation as an employee for earnings considered wages under
Code Section 3401(a).

I. ENTRY DATE shall mean the date an Eligible Employee
first commences participation in the offering period in effect under the Plan.
The earliest Entry Date under the Plan shall be the Effective Date.

J. FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as such
price is reported by the National Association of Securities Dealers on
the Nasdaq National Market or any successor system. If there is no
closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing
selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

K. PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.

L. PARTICIPATING CORPORATION shall mean the Corporation and
such Corporate Affiliate or Affiliates as may be authorized from time to time by
the Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of the Effective Date are listed in
attached Schedule A.

M. PLAN shall mean the Corporation's 1995 Employee Stock
Purchase Plan, as set forth in this document.

N. PLAN ADMINISTRATOR shall mean the Compensation Committee
of the Board in its capacity as administrator of the Plan.

O. PREDECESSOR PLAN shall mean the Corporation's existing
Employee Stock Purchase Plan.

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P. PURCHASE PERIOD shall mean each successive period within
the offering period at the end of which there shall be purchased shares of
Common Stock on behalf of each Participant.

Q. PURCHASE DATE shall mean the last business day of each
Purchase Period. The initial Purchase Date shall be September 30, 1995.

R. SECURITIES ACT shall mean the Securities Act of 1933, as
amended.

S. STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

A-3.