Exhibit 10.7





Exhibit 10.7




CIGNA CORPORATION

STOCK PLAN

(As Amended through July 2000)




ARTICLE 1

Statement of Purpose




The CIGNA Corporation Stock Plan (the “Plan”) is intended to reward and provide incentives for key
employees of CIGNA Corporation and its Subsidiaries by providing them with an opportunity to
acquire an equity interest in CIGNA Corporation, thereby increasing their personal interest in its
continued success and progress. It also is intended to aid the Company in attracting key personnel
of exceptional ability.



ARTICLE 2

Definitions





	 	2.2	 	Defined Terms. For all purposes of this Plan, except as otherwise
expressly provided or defined herein or unless the context otherwise
requires, the terms defined in this Article shall have the following
meanings:





“Board of Directors” means either the board of directors of CIGNA Corporation or any duly
authorized committee of that board.



“Change of Control” means:




	 	(i)	 	a corporation, person or group acting in concert as described in
Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), holds or acquires beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act of a number
of preferred or common shares of CIGNA Corporation having voting power
which is either (I) more than 50% of the voting power of the shares
which voted in the election of directors of CIGNA Corporation at the
shareholders’ meeting immediately preceding such determination, or
(ii) more than 25% of the voting power of CIGNA Corporation’s
outstanding common shares; or






	 	(ii)	 	as a result of a merger or consolidation to which CIGNA Corporation
is a party, either (I) CIGNA Corporation is not the surviving
corporation or (ii) Directors of CIGNA Corporation immediately prior
to the merger or consolidation constitute less than a majority of the
Board of Directors of the surviving corporation; or








 


 









 








	 	(iii)	 	a change occurs in the composition of the Board at any time during
any consecutive 24-month period such that the “Continuity Directors”
cease for any reason to constitute a majority of the Board. For
purposes of the preceding sentence “Continuity Directors” shall mean
those members of the Board who either: (I) were directors at the
beginning of such consecutive 24-month period; or (ii) were elected
by, or on nomination or recommendation of, at least a majority
(consisting of at least nine directors) of the Board.





“Committee” means the People Resources Committee of the Board of Directors or any successor
committee with responsibility for compensation. The number of Committee members and their
qualifications shall at all times be sufficient to meet the requirements of Securities and Exchange
Commission Rule 16b-3 as in effect from time to time.



“Common Stock” means the common stock, par value $1 per share, of CIGNA Corporation.



“Company” means CIGNA Corporation, a Delaware corporation, and/or its Subsidiaries.



“Deferred Compensation Account” means a separate account established pursuant to a Deferred
Compensation Plan.



“Deferred Compensation Plan” means and refers to a deferred compensation plan of the Company which
has been designated by the Committee as a “Deferred Compensation Plan” for purposes of this Plan.



“Disability” means permanent and total disability as defined in Section 22(e)(3) of the Internal
Revenue Code.



“Early Retirement” means a Termination of Employment, after appropriate notice to the Company, (I)
on or after age 55 and before age 65 with eligibility for immediate annuity benefits under a
qualified pension or retirement plan of the Company, or (ii) upon such terms and conditions
approved by the Committee or officers of the Company designated by the Board of Directors or the
Committee.



“Eligible Employee” means a salaried officer or other key employee of the Company who (I) occupies
a position with the Company that has been designated by the Committee as an eligible position for
participation in this Plan or (ii) has been specifically authorized or designated by the Committee
to participate in this Plan.






 


2









 







“Fair Market Value” means the mean between the highest and lowest quoted selling prices as reported
on the Composite Tape (or other successor means of publishing stock prices) on the date as of which
any determination of such value is or is required to be made, or, if the Composite Tape or such
successor publication is not published on such date, on the next preceding date of publication. In
the absence of such sales, Fair Market Value shall be determined by the Committee, which shall take
into account all relevant facts and circumstances.



“Incentive Stock Option” means a stock option granted in accordance with Section 422A of the
Internal Revenue Code.



“Participant” means an Eligible Employee to whom any one or more of the awards authorized in this
Plan shall have been granted.



“Payment Date” means the date that payment of an award pursuant to a Qualifying Incentive Plan, or
of a benefit pursuant to a Qualifying Supplemental Benefit Plan, is made or would have been made
but for deferral pursuant to Section 3.7(b).



“Qualifying Incentive Plan” means any Company bonus plan, short-term or long-term incentive
compensation plan or any other incentive compensation arrangement, including but not limited to the
Company’s Performance Recognition Award Program.



“Qualifying Supplemental Benefit Plan” means any plan of the Company pursuant to which benefits
which would have been paid under a tax qualified retirement plan but for legal limitations are
payable in cash to eligible employees of the Company.



“Retirement” means a Termination of Employment, after appropriate notice to the Company, (I) on or
after age 65 with eligibility for immediate annuity benefits under a qualified pension or
retirement plan of the Company, or (ii) upon such terms and conditions approved by the Committee,
or officers of the Company designated by the Board of Directors or the Committee.



“Subsidiary” means any corporation of which more than 50% of the total combined voting power of all
classes of stock entitled to vote, or other equity interest, is directly or indirectly owned by
CIGNA Corporation; or a partnership, joint venture or other unincorporated entity of which more
than a 50% interest in the capital, equity or profits is directly or indirectly owned by CIGNA
Corporation.



“Termination for Cause” means a Termination of Employment initiated by the Company on account of
the conviction of Participant of a felony involving fraud or dishonesty directed against the
Company.






 


3









 







“Termination of Employment” means the termination of the Participant’s active employment
relationship with the Company, unless otherwise expressly provided by the Committee, or the
occurrence of a transaction by which the Participant’s employing Company ceases to be a Subsidiary.



“Termination Upon a Change of Control” means a Termination of Employment upon or within two years
after a Change of Control (I) initiated by the Company or a successor corporation other than
pursuant to Termination for Cause or (ii) initiated by the Participant and pursuant to the
Participant’s certification that the Change of Control has rendered him unable to perform the
duties and responsibilities of the position he held immediately prior to the Change of Control by
adverse changes in his authority, compensation, office location, duties, responsibilities, or
title.




	 	2.2	 	General. Certain terms are defined in other Articles of this Plan. The
terms defined in this Article and elsewhere in this Plan shall include
the feminine as well as the masculine gender and the plural as well as
the singular, as the context in which they are used requires.





ARTICLE 3

Authorized Stock Incentive Awards




	 	3.1	 	Authorized Awards. The awards authorized are as follows:






	 	(a)	 	stock options,






	 	(b)	 	stock appreciation rights,






	 	(c)	 	restricted stock grants,






	 	(d)	 	dividend equivalent rights, and






	 	(e)	 	Common Stock in lieu of cash or other awards payable under a
Qualifying Incentive Plan or Qualifying Supplemental Benefit Plan.






	 	3.2	 	General Powers of the Committee. Subject to the provisions of this
Plan, the Committee is authorized and empowered in its sole discretion
to select Participants and to grant to them any one or more of the
awards authorized above in such amounts and combinations and upon such
terms and conditions as it shall determine.




 


4









 











	 	3.3	 	Stock Options. (Paragraphs (d), (f), (g) and (h) below apply only to
options granted on or after February 24, 1999.) The Committee shall
have the authority to grant Eligible Employees options to purchase
Common Stock upon such terms
and conditions as it shall establish, including restrictions on the
right to exercise options, subject in all events to the following
limitations and provisions of general application:
	 
	 	(a)	 	The option price per share of any option shall not be less than the
Fair Market Value on the date of grant. The option price may be paid
in cash or, if the Committee so provides, in Common Stock (including
Common Stock subject to a Restricted Period pursuant to Section
3.5(a)). Common Stock used to pay the option price shall be valued
using the Fair Market Value on the date of exercise. To the extent the
option price is paid in shares of restricted stock, an equal number of
the shares of Common Stock purchased upon exercise of the option shall
be subject to identical restrictions which shall continue in effect
for the remaining part of the Restricted Period applicable to the
restricted stock used to pay the option price.






	 	(b)	 	No option shall be for a term of more than 10 years from the date of grant.






	 	(c)	 	No option may be exercised during a leave of absence except to the
extent exercisable immediately prior to commencement of the leave of
absence, unless otherwise expressly provided by the Committee.






	 	(d)	 	Except as provided elsewhere in this Section 3.3, in the event of
Termination of Employment (including termination during an approved
leave of absence) for any reason of a Participant holding an
outstanding option, the term of the option shall expire on the earlier
of the date of Termination of Employment or the expiration date set
forth in the option.






	 	(e)	 	In the event of Termination of Employment due to death or Disability
(including death or Disability during an approved leave of absence) of
a Participant holding an outstanding Incentive Stock Option, the
option shall be fully exercisable immediately and the term of the
option shall expire on the earlier of 12 months from the date of
Termination of Employment or the expiration date set forth in the
option.






	 	(f)	 	Any outstanding option granted on or after July 26, 2000 and held by a
Participant at Termination of Employment due to death, Disability,
Early Retirement or Retirement shall become or remain exercisable in
accordance with the terms and conditions established by the Committee
at the time of grant.






	 	(g)	 	In the event of Termination of Employment due to Early Retirement or
Retirement (including during an approved leave of absence) of a
Participant holding an outstanding Incentive Stock Option or
Termination of Employment Upon a Change of Control of a Participant holding an outstanding
option, the term of the option shall expire on the earlier of 3 months
from the date of Termination of Employment or the expiration date set
forth in the option.




 


5









 











	 	(h)	 	Notwithstanding the provisions of Section 3.3(f), in the event of a
Termination of Employment due to Early Retirement (including during an
approved leave of absence) of a Participant holding an outstanding
option, the Committee or its designee may, in its or his sole
discretion, curtail the exercise period of the option from the
expiration date set forth in the option to any earlier date up to and
including the date of Participant’s Termination of Employment.
	 
	 	3.4	 	Stock Appreciation Rights.  The Committee shall have the authority to
grant stock appreciation rights to Eligible Employees who are granted
options under this Plan upon such terms and conditions as it shall
establish, subject in all events to the following limitations and
provisions of general application:






	 	(a)	 	Each right shall relate to a specific option granted under this Plan
and shall be granted to the optionee either concurrently with the
grant of such option or at such later time as determined by the
Committee.






	 	(b)	 	The right shall entitle an optionee to receive a number of shares of
Common Stock, without payment to the Company, determined by dividing
 — (1) the total number of shares which the optionee is eligible to
purchase as of the exercise date under the related option multiplied
by the amount by which the Fair Market Value of a share of Common
Stock on the exercise date of the right exceeds the Fair Market Value
of a share of Common Stock on the date, as determined by the
Committee, that the right or related option was granted to the
optionee; by (2) the Fair Market Value of a share of Common Stock on
the exercise date.






	 	(c)	 	In lieu of issuing shares on an exercise of a right, the Committee may
elect to pay the cash equivalent of the Fair Market Value on the date
of exercise of any or all the shares which would otherwise be issuable
pursuant to such exercise.






	 	(d)	 	Shares under an option to which a right is related shall be used not
more than once to calculate a number of shares or cash to be received
pursuant to an exercise of such right.






	 	(e)	 	The number of shares which may be purchased pursuant to an exercise of
the related option will be reduced to the extent such shares are used
in calculating the number of shares or cash to be received pursuant to
an exercise of a related right.






 


6









 








	 	(f)	 	In the event of Termination of Employment of a Participant holding an
outstanding right, the right shall be exercisable only to the extent
and upon the conditions that its related option is exercisable.






	 	3.5	 	Restricted Stock Grants. The Committee shall have the authority to
award Common Stock to Eligible Employees by grant (a “Grant”) upon
such terms and conditions as it shall establish, subject in all events
to the following limitations, restrictions and provisions of general
application:






	 	(a)	 	Except as expressly provided below, the Common Stock awarded by a
Grant shall not be sold, transferred, assigned, pledged or otherwise
disposed of by the Participant during the period or periods
established by the Committee (each such period, a “Restricted
Period”). Common Stock subject to a Restricted Period may be used to
exercise options pursuant to Section 3.3(a). The Committee may
establish different Restricted Periods applicable to such number of
the shares of Common Stock evidenced by a single Grant as it deems
appropriate.






	 	(b)	 	The Common Stock awarded by a Grant shall be issued by the Company as
of the date of the Grant. During the Restricted Period, the
Participant shall be entitled to vote the shares. Shares issued as a
consequence of stock dividends, splits or reclassifications shall be
issued subject to the same limitations, restrictions and provisions
applicable to the Common Stock with respect to which they are issued.






	 	(c)	 	In the event of Termination of Employment of a Participant during a
Restricted Period, except Termination Upon a Change of Control or
termination by reason of death or Disability, ownership of the Common
Stock subject to any Restricted Period at the date of Termination of
Employment and all rights therein shall be forfeited to the Company,
unless otherwise expressly provided by the Committee. In the event of
Termination of Employment by reason of Retirement of a Participant
during a Restricted Period, the Committee or its designee in the sole
discretion of either may provide, before the Participant’s Retirement,
that the Restricted Period applicable to any outstanding Grant at the
date of Retirement shall lapse immediately upon the Participant’s
Retirement.






	 	(d)	 	In the event of Termination Upon a Change of Control or Termination of
Employment by reason of death or Disability of a Participant during a
Restricted Period, the Restricted Period applicable to any outstanding
Grant at the date of Termination of Employment shall lapse
immediately.




 


7









 












	 	(e)	 	The effect of approved leaves of absence on the running of applicable
Restricted Periods shall be determined by the Committee, provided,
however, that no Restricted Period shall lapse during an approved
leave of absence unless expressly provided by the Committee.






	 	(f)	 	Notwithstanding the other provisions of this Section 3.5, options
which have been granted under this Plan to any Company employees who
become employed by Lincoln National Corporation or one or more of its
subsidiaries or affiliates on or about January 1, 1998 as a result of
the sale of the assets of the CIGNA Individual Insurance Division and
which options remain unexercised and unexpired as of December 31,
1997, shall not expire before the earlier of (1) 10 years from the
date of grant or (2) the later of the close of business on March 31,
1998 or ninety (90) days following the closing of such sale of assets.






	 	3.6	 	Dividend Equivalent Rights. The Committee shall have the authority to
grant dividend equivalent rights to Eligible Employees upon such terms
and conditions as it shall establish, subject in all events to the
following limitations and provisions of general application:






	 	(a)	 	Each right may relate to a specific option granted under this Plan and
may be granted to the optionee either concurrently with the grant of
such option or at such later time as determined by the Committee, or
each right may be granted independent of any option.






	 	(b)	 	The right shall entitle a holder to receive, for a period of time to
be determined by the Committee, a payment equal to the quarterly
dividend declared and paid by the Company on one share of Common
Stock. If the right relates to a specific option, the period shall not
extend beyond the earliest of the date the option is exercised, the
date any stock appreciation right related to the option is exercised,
or the expiration date set forth in the option.






	 	(c)	 	The Committee shall determine at time of grant whether payment
pursuant to a right shall be immediate or deferred and whether it
shall be in the form of cash or Common Stock, or a combination of cash
and Common Stock. If immediate, the Company shall make payments
pursuant to each right within 90 days after the Company has paid the
quarterly dividend to holders of Common Stock. If deferred, the
payments shall accumulate (with interest computed in a manner to be
determined by the Committee) until a date or event specified by the
Committee and then shall be made within 90 days after the occurrence
of the specified date or event, unless the right is forfeited under the terms of the Plan.




 


8









 






	 	(d)	 	In the event of Termination of Employment (including termination
during an approved leave of absence) of a Participant for any reason,
any dividend equivalent right held by such Participant at Termination
of Employment shall be forfeited, unless otherwise expressly provided
by the Committee.






	 	3.7	 	Common Stock in Lieu of Other Awards. The Committee shall have the
authority to award an Eligible Employee Common Stock, including Common
Stock awarded by a Grant under Section 3.5, (collectively referred to
as a “Stock Payment”) in lieu of all or a portion (determined by the
Committee) of an award otherwise payable pursuant to a Qualifying
Incentive Plan or Qualifying Supplemental Benefit Plan. The Stock
Payment shall comprise the number of shares of Common Stock that have
an aggregate Fair Market Value, determined as of the Payment Date,
equal to the amount of the award in lieu of which the Stock Payment is
made. All Stock Payments shall be subject to the following limitations
and provisions of general application:






	 	(a)	 	Unless the Committee, in its sole discretion, provides otherwise, a
Stock Payment which has been awarded to a Participant who dies or
whose employment otherwise terminates before the Payment Date, shall
be paid in the form of Common Stock to the Participant (or to his
spouse or estate).






	 	(b)	 	The right to receive all or a portion of Stock Payments in the form of
Common Stock shall be deferred if the Participant has elected to defer
the award otherwise payable in cash under a Deferred Compensation
Plan, subject to the provisions of such Deferred Compensation Plan.





ARTICLE 4

Shares Authorized under the Plan





	 	4.1	 	Maximum Number Authorized. The number of shares of Common Stock
Authorized to be issued pursuant to stock options, rights, Grants or
Stock Payments awarded under this Plan is 3,500,000.






	 	4.2	 	Maximum Number Per Participant. No more than 10% of the maximum number
of shares of Common Stock authorized pursuant to this Plan shall be
acquired by any one Participant by way of option (including Common
Stock subject to option), right, Grant or Stock Payment under this
Plan.




 


9









 






	 	4.3	 	Unexercised Options, Grant Forfeitures and Options Exercised with
Common Stock.






	 	(a)	 	All Common Stock (1) under options granted under this Plan which
expire or are canceled or surrendered or (2) which is forfeited
pursuant to Section 3.5, shall be available for further awards under
this Plan upon such expiration, cancellation, surrender or forfeiture;
and






	 	(b)	 	Any Common Stock which is used by a Participant as full or partial
payment to the Company for the purchase of Common Stock acquired upon
exercise of a stock option granted under this Plan, and any shares
withheld by the Company to satisfy a Participant’s tax withholding
obligations, shall be available for further awards under this Plan.






	 	4.4	 	No Fractional Shares. No fractional shares of Common Stock shall be
issued pursuant to this Plan.






	 	4.5	 	Source of Shares. Common Stock may be issued from authorized but
unissued shares or out of shares held in CIGNA Corporation’s treasury,
or both.





ARTICLE 5

Antidilution Provisions





	 	 	 	Except as otherwise expressly provided herein, the following provisions shall
apply to all Common Stock authorized for issuance, and options, granted or
awarded under this Plan:






	 	5.1	 	Stock Dividends, Splits, Etc. In the event of a stock dividend, stock
split, or other subdivision or combination of the Common Stock, the
number of shares of Common Stock authorized under this Plan will be
adjusted proportionately. Similarly, in any such event there will be a
proportionate adjustment in the number of shares of Common Stock
subject to unexercised stock options (but without adjustment to the
aggregate option price) and in the number of shares of Common Stock
then subject to Restricted Periods under a Grant.




 


10









 











	 	5.2	 	Merger, Exchange or Reorganization. In the event that the outstanding
 shares of Common Stock are changed or converted into, exchanged or
exchangeable for, a different number or kind of shares or other
securities of CIGNA Corporation or of another corporation, by reason
of a reorganization, merger, consolidation, reclassification or
combination, appropriate adjustment shall be made by the Committee in
the number of shares and kind of Common Stock for which options,
rights, Grants and Stock Payments may be or may have been awarded
under this Plan, to the end that the proportionate interests of
Participants shall be maintained as before the occurrence of such event, provided, however,
that in the event of any contemplated transaction which may constitute
a Change of Control of CIGNA Corporation, the Committee, with the
approval of a majority of the members of the Board of Directors who
are not then Participants, may modify any and all outstanding options,
rights, Grants and Stock Payments (except those deferred pursuant to
Section 3.7(b)), so as to accelerate, as a consequence of or in
connection with such transaction, the vesting of a Participant’s right
to exercise any such options or stock appreciation right or the
unqualified ownership of Common Stock subject to a Grant or the
accelerated payment of any deferred dividend equivalent rights.





ARTICLE 6

Administration of Plan





	 	6.1	 	General Administration. The Plan is to be administered by the
Committee, subject to such requirements for review and approval by the
Board of Directors as the Board of Directors may establish.






	 	6.2	 	Administrative Rules. The Committee shall have the power and authority
to adopt, amend and rescind administrative guidelines, rules and
regulations pertaining to this Plan and to interpret and rule on any
questions respecting any provision of this Plan.






	 	6.3	 	Committee Members Not Eligible. No member of the Committee shall be
eligible to participate in this Plan.






	 	6.4	 	Decisions Binding. Decisions of the Committee concerning this Plan
shall be binding on CIGNA Corporation and its Subsidiaries and their
respective boards of directors, and on all Eligible Employees and
Participants.






 


11









 





ARTICLE 7

Amendments




All amendments to this Plan shall be in writing and shall be effective when approved by the Board
of Directors, provided, however, that an amendment shall not be effective without the prior
approval of the shareholders of CIGNA Corporation if such approval is necessary under Internal
Revenue Service or Securities and Exchange Commission regulations, or the rules of the New York
Stock Exchange or any applicable law. The





Board of Directors may make any changes required to conform this Plan and option agreements with
applicable provisions of the Internal Revenue Code or regulations thereunder pertaining to
Incentive Stock Options. Unless otherwise expressly provided by an amendment
or the Board of Directors, no amendment to this Plan shall apply to grants of options, rights or
Restricted Stock made before the effective date of the amendment.



ARTICLE 8

Other Provisions





	 	8.1	 	Effective Date. This Plan is effective on May 1, 1991 (the “Effective Date”).






	 	8.2	 	Duration of the Plan. The Plan shall remain in effect until all
options and rights granted under this Plan have been satisfied by the
issuance of Common Stock, or terminated under the terms of this Plan,
provided that options, rights, Grants and Stock Payments under this
Plan must be awarded on or after the Effective Date.






	 	8.3	 	Early Termination. Notwithstanding the provisions of Section 8.2, the
Board of Directors may terminate this Plan at any time; but no such
action by the Board of Directors shall adversely affect the rights of
Participants which exist under this Plan immediately before its
termination.






	 	8.4	 	General Restriction. No Common Stock issued pursuant to this Plan
shall be sold or distributed by a Participant until all appropriate
listing, registration and qualification requirements and consents and
approvals have been obtained, free of any condition unacceptable to
the Board of Directors.






	 	8.5	 	Awards Not Assignable.






	 	(a)	 	No derivative security (as defined in rules promulgated under Section
16 of the Securities Exchange



Act of 1934), including any right to receive Common Stock (such as
options, stock appreciation rights or similar rights) or any right to
payment pursuant to this Plan, shall be assignable or transferable by
a Participant except by will or by the laws of descent and
distribution. Any other attempted assignment or alienation shall be
void and of no force or effect. Any right to receive Common Stock or
any other derivative security (including options, stock appreciation
rights or similar rights) shall be exercisable during a Participant’s
lifetime only by the Participant or by the Participant’s guardian or
legal representatives.




 


12









 











	 	(b)	 	Notwithstanding the restrictions set forth above in Section 8.5(a),
the Committee shall have the authority, in its discretion, to grant
(or to sanction by way of amendment of an existing grant, including, without limitation, grants
made before the effective date of this Section 8.5(b)) derivative
securities which may be transferred without consideration by the
Participant during his lifetime to any member of his immediate family,
to a trust established for the exclusive benefit of one or more
members of his immediate family, to a partnership of which the only
partners are members of his immediate family, or to such other person
as the Committee shall permit. In the case of a grant, the written
documentation containing the terms and conditions of such derivative
security shall state that it is transferable, and in the case of an
amendment to an existing grant, such amendment shall be in writing. A
derivative security transferred as contemplated in this Section 8.5(b)
may not be subsequently transferred by the transferee except by will
or the laws of descent and distribution and shall continue to be
governed by and subject to the terms and limitations of the Plan and
the relevant grant. However, the Committee, in its sole discretion at
the time the transfer is approved, may alter the terms and limitations
of the relevant grant and establish such additional terms and
conditions as it shall deem appropriate. As used in this subparagraph,
“immediate family” shall mean, with respect to any person, a spouse,
any child, stepchild or grandchild, and shall include relationships
arising from legal adoption.






	 	8.6	 	Withholding Taxes. Whenever Common Stock is to be issued or delivered
in satisfaction of options or other awards granted hereunder, the
Company shall have the right to require the Participant to remit an
amount sufficient to satisfy federal, state and local withholding
taxes prior to delivery of any certificate for such shares. The
Committee may require, or permit, the Participant to remit such amount
in whole or in part in Common Stock. If the Committee permits a
Participant to elect to remit such amount in Common Stock, any such
election shall be made on or prior to the date the withholding
obligation arises and be subject to the disapproval of the Committee.
The Committee may establish such additional conditions as it deems
appropriate. If the Participant remits such amount in Common Stock,
the number of shares of Common Stock delivered to or on behalf of a
Participant shall be reduced by the number of shares so remitted.
Common Stock so remitted shall be valued using the Fair Market Value
of Common Stock as of the date the withholding obligation arises.






	 	8.7	 	Safekeeping of Certificates. The certificate evidencing Common Stock
awarded by a restricted stock grant or purchased upon exercise of an
option shall be retained for safekeeping by the Company, or by a
custodian appointed by the Company, except the Committee may in its
discretion cause the certificate to be delivered to the Participant
after a restricted stock grant or a purchase upon exercise of an
option. The Company will deliver any such retained certificates that
are not subject to a Restricted Period to the Participant within a
reasonable period after a Participant requests delivery of such
certificates.






 


13