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                                                                   EXHIBIT 10F


                  NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
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       RESOLVED, that immediately after the earlier of (i) [June 12, 1995], or
(ii) August 1, 1995, and on January 1, of each year thereafter, each
non-employee Director of the Company ("Director") shall be automatically
granted $10,000 worth of Common Shares, without par value, of the Company
("Voting Shares") subject to the transfer restrictions and risk of forfeiture
hereinafter described ("Restricted Shares").

       RESOLVED, that the value of Voting Shares for the purposes hereof shall
be equal to the last reported trading price for the Voting Shares, and if no
price has been reported within the 30 days before any award, the value shall be
equal to the last reported trading price of the Class A Common Shares.

       RESOLVED, that the aggregate number of Voting Shares that may be awarded
as Restricted Shares and released from substantial risk of forfeiture shall not
exceed 100,000 Voting Shares, which may be shares of original issuance or
treasury share or a combination.

       RESOLVED, that Restricted Shares held by a Director may not be sold or
otherwise disposed of until, and shall be forfeited if such Director ceases to
serve as a Director of the Company before, the restrictions lapse as provided
below.

       RESOLVED, that the restrictions on each award of Restricted Shares shall
lapse when the Director has served continuously as a Director of the Company
for a period of three years after the award; provided, however, that the
restrictions shall lapse earlier if the Director (1) dies or (2) completes the
term in which the award was received and is not elected to another  term by the
shareholders, or (3) in the event of a change in control of the Company as set
forth in Appendix A to these resolutions.

       RESOLVED, that Directors shall have all the rights of shareholders with
respect to such Restricted Shares, provided that such Restricted Shares,
together with any additional shares of the Company that a Director may receive
by virtue of any share dividend, merger, reorganization or other change in
capital structure, shall be subject to the restrictions set forth above.

       RESOLVED, that the automatic awards of Restricted Shares herein provided
for may be referred to as "The Lincoln Non-Employee Directors' Restricted Stock
Plan" and shall continue, subject to availability of shares, until such
automatic awards are discontinued by resolution of this Board.
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       RESOLVED, that effectiveness of the foregoing resolutions shall be
subject to approval of this plan by the Company's shareholders, and such plan
shall be subject to Rule 16b-3 under the Securities Exchange Act of 1934 as in
effect prior to May 1, 1991 until otherwise determined by this Board or its
Compensation Committee.

       RESOLVED, that the plan as set forth above shall be subject to
shareholder approval at the 1995 annual meeting, and the notice and proxy
material set forth above shall be modified to include the foregoing proposal.

                                   Appendix A
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A "change in control" shall occur upon the happening of any of the following
events:

(a)    The Company is merged or consolidated or reorganized into or with
       another company or other legal person, and as a result of such merger,
       consolidation or reorganization less than a majority of the combined
       voting power of the then-outstanding securities of such Company or
       person immediately after such transaction is held in the aggregate by
       the holders of the then outstanding securities entitled to vote
       generally in election of the Directors of the Company ("Voting Stock")
       of the Company immediately prior to such transaction;

(b)    The Company sells or otherwise transfers all or substantially all of its
       assets to any other company or other legal person, and as a result of
       such sale or transfer less than a majority of the combined voting
       power of the then-outstanding securities of such Company or person
       immediately after such sale or transfer is held in the aggregate by the
       holders of Voting Stock of the Company immediately prior to such sale or
       transfer; or

(c)    Any person or group of persons (within the meaning of Section 13 or 14
       of the Securities Exchange Act of 1934) shall have acquired beneficial
       ownership (within the meaning of Rule 13d-3 promulgated by the
       Securities and Exchange Commission under said Act) of 30% or more of the
       outstanding Voting Stock, excluding (i) any person or group of persons
       who are officers, Directors, or employees of the Company or any
       subsidiary as of the date hereof or are related by blood or marriage to
       the descendants of James F. or John C. Lincoln, including any trusts or
       similar arrangements for any of the foregoing and any foundations
       established by any of the foregoing and (ii) any underwriter or
       syndicate of underwriters acting on behalf of the Company in a public
       offering of the Company's securities and any of their transferees.