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Exhibit 10.5
 
 ARTICLE I
PURPOSE AND ADOPTION OF THE PLAN
 Purpose
 Adoption and Term
 ARTICLE II
DEFINITIONS




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ARTICLE III
ADMINISTRATION
 Committee




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ARTICLE IV
SHARES
 Number of Shares Issuable
 Shares Subject to Terminated Awards
 ARTICLE V
PARTICIPATION
 Eligible Participants
 ARTICLE VI
STOCK OPTIONS
 Option Awards
 Grant of Options




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Exercise Price of Options
 Designation of Options
 Special Incentive Stock Option Rules
 Rights as a Shareholder
 Terms of Stock Options.
 Conditions on Exercise
 Duration of Options
 (i)
    
    Expiration of the Option as provided in the
related Award Agreement; or(ii)
    
    Termination of the Award as provided in Section
6.02(e) following the Participants Termination of Employment; or




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(iii)
    
    Ten years from the Date of Grant.
 Acceleration of Exercise Time
 Extension of Exercise Time
 Exercise of Options Upon Termination of Employment
 (i)
    
    Termination. In the event of Termination of
Employment of a Participant other than by reason of death, disability
or Retirement, all Options which were not exercisable as of the date of
the Termination of Employment shall expire as of such date and the
right of the Participant to exercise any Options which were exercisable
as of the date of Termination of Employment shall expire ninety (90)
days after the date of such Termination of Employment, unless the
exercise period is extended by the Committee in accordance with Section
6.02(d). In no event, however, may the Option be exercised later than
the date of expiration of the Option determined pursuant to Section
6.02(b)(i) or (iii).(ii)
    
    Disability or Retirement. In the event of a
Participants Termination of Employment on or after January 1, 2004 by
reason of disability or Retirement, the right of the Participant to
exercise all Options which were not exercisable as of the date of the
Termination of Employment shall expire as of such date and all Options
which he or she was entitled to exercise upon Termination of Employment
shall expire three years after the date of such Termination of
Employment, unless the exercise period is extended by the Committee in
accordance with Section 6.02(d). In the event of a Participants
Termination of Employment prior to January 1, 2004 by reason of
disability or Retirement, the right of the Participant to exercise all
Options which were not exercisable as of the date of the Termination of
Employment shall expire as of such date and all Options which he or she
was entitled to exercise upon Termination of Employment shall expire
one year after the date of such Termination of Employment, unless the
exercise period is extended by the Committee in accordance with Section
6.02(d). In no event, however, may any Option be exercised later than
the date of expiration of the Option determined pursuant to Section
6.02(b)(i) or (iii).(iii)
    
    Death. In the event of the death of a
Participant while employed by the Company or a Subsidiary and prior to
the expiration of any Option




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as provided pursuant to Section 6.02(e)(i) or Section 6.02(d) above, all
Options which were not exercisable as of the date of death shall expire
as of such date and to the extent the right to exercise the Option was
accrued as of the date of death, the right of the Participants
Beneficiary to exercise the Option shall expire one year after the date
of the Participants death. In the event of the death of a Participant
which occurs within any additional period of time from the date of the
Participants Termination of Employment, for Terminations of Employment
which occur prior to January 1, 2004, and prior to the expiration of any
Option as provided pursuant to Section 6.02(e)(i) or (ii) or Section
6.02(d) above, all Options which were not exercisable as of the date of
death shall expire as of such date and to the extent the right to
exercise the Option was accrued as of the date of such Termination of
Employment and had not expired during such additional period, the right
of the Participants Beneficiary to exercise the Option shall expire one
year after the date of the Participants death (but in no event more
than one year from the date of the Participants Termination of
Employment by reason of disability or Retirement). In the event of the
death of a Participant which occurs within any additional period of time
from the date of the Participants Termination of Employment, for
Terminations of Employment which occur on or after January 1, 2004, and
prior to the expiration of any Option as provided pursuant to Section
6.02(e)(i) or (ii) or Section 6.02(d) above, all Options which were not
exercisable as of the date of death shall expire as of such date and to
the extent the right to exercise the Option was accrued as of the date
of such Termination of Employment and had not expired during such
additional period, the right of the Participants Beneficiary to
exercise the Option shall expire upon the later of one year after the
date of the Participants death or, if applicable, three years from the
date of the Participants Termination of Employment by reason of
disability or Retirement. The exercise period may be extended by the
Committee in accordance with Section 6.02(d). In no event, however, may
any Option be exercised later than the date of expiration of the Option
determined pursuant to Section 6.02(b)(i) or (iii).
 Dividend Equivalent Accounts
 Crediting of Dividends




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Other Dividend Equivalent Terms
 Reload Options
 Option Exercise Procedures




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Change in Control
 ARTICLE VII
RESTRICTED SHARES
 Restricted Share Awards
 Issuance of Restricted Shares




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Shareholder Rights
 Restriction on Transferability
 Delivery of Shares Upon Vesting
 Terms of Restricted Shares
 Forfeiture of Restricted Shares




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Waiver of Forfeiture Period
 Change in Control
 ARTICLE VIII
PERFORMANCE AWARDS
 Performance Awards
 Award Periods and Determinations of Awards
 Performance Targets




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Earning Performance Awards
 Payment of Earned Performance Awards
 Terms of Performance Awards
 Termination of Employment
 Retirement
 Death or Disability
 Pro-Rata Payment
 Other Events




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Change in Control
 ARTICLE IX
TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
 Plan Provisions Control Award Terms
 Award Agreement
 Modification of Award After Grant
 Limitation on Transfer
 Withholding Taxes




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Surrender of Awards
 Cancellation and Rescission of Awards
 Detrimental Activities
 Certification




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Adjustments to Reflect Capital Changes
 Recapitalization
 Certain Mergers
 Options to Purchase Shares or Stock of Acquired Companies
 Adjustments
 Legal Compliance




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No Right to Employment
 Awards Not Includable for Benefit Purposes
 Governing Law
 No Strict Construction
 Captions
 Severability
 Amendment and Termination
 Amendment
 Termination




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Compliance with Law