Exhibit 10.6


SUREWEST COMMUNICATIONS


2000 EQUITY INCENTIVE PLAN


(As ADOPTED EFFECTIVE JANUARY 31, 2000)


(As AMENDED
EFFECTIVE MAY 17, 2002 AND FEBRUARY 25, 2004)


 
















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1.

  	
  INTRODUCTION.

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  DEFINITIONS.

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  ADMINISTRATION.

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
  Committee Composition

  	
   

  	
  4

  
	
  3.2

  	
  Committee Responsibilities

  	
   

  	
  5

  
	
  3.3

  	
  Committee for Non-Officer Grants

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  SHARES AVAILABLE FOR GRANTS.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  Basic Limitation

  	
   

  	
  5

  
	
  4.2

  	
  Annual Increase in Shares

  	
   

  	
  6

  
	
  4.4

  	
  Dividend Equivalents

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  ELIGIBILITY

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  Incentive Stock Options

  	
   

  	
  6

  
	
  5.2

  	
  Other Grants

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  OPTIONS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Stock Option Agreement

  	
   

  	
  6

  
	
  6.2

  	
  Number of Shares

  	
   

  	
  7

  
	
  6.3

  	
  Exercise Price

  	
   

  	
  7

  
	
  6.4

  	
  Exercisability and Term

  	
   

  	
  7

  
	
  6.5

  	
  Effect of Change in Control

  	
   

  	
  7

  
	
  6.6

  	
  Modification or Assumption of Options

  	
   

  	
  7

  
	
  6.7

  	
  Buyout Provisions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  PAYMENT FOR OPTION SHARES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
  General Rule

  	
   

  	
  8

  
	
  7.2

  	
  Surrender of Stock

  	
   

  	
  8

  
	
  7.3

  	
  Exercise/Sale

  	
   

  	
  8

  
	
  7.4

  	
  Exercise/Pledge

  	
   

  	
  9

  
	
  7.5

  	
  Promissory Note

  	
   

  	
  9

  
	
  7.6

  	
  Other Forms of Payment

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
								



 



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  [Deleted]

  	
   

  	
   

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  STOCK APPRECIATION RIGHTS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
  SAR Agreement

  	
   

  	
  9

  
	
  9.2

  	
  Number of Shares

  	
   

  	
  9

  
	
  9.3

  	
  Exercise Price

  	
   

  	
  10

  
	
  9.4

  	
  Exercisability and Term

  	
   

  	
  10

  
	
  9.5

  	
  Effect of Change in Control

  	
   

  	
  10

  
	
  9.6

  	
  Exercise of SARs

  	
   

  	
  10

  
	
  9.7

  	
  Modification or Assumption of SARs

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  RESTRICTED SHARES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
  Restricted Stock Agreement

  	
   

  	
  11

  
	
  10.2

  	
  Payment for Awards

  	
   

  	
  11

  
	
  10.3

  	
  Vesting Conditions

  	
   

  	
  11

  
	
  10.4

  	
  Voting and Dividend Rights

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  STOCK UNITS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
  Stock Unit Agreement

  	
   

  	
  11

  
	
  11.2

  	
  Payment for Awards

  	
   

  	
  12

  
	
  11.3

  	
  Vesting Conditions

  	
   

  	
  12

  
	
  11.4

  	
  Voting and Dividend Rights

  	
   

  	
  12

  
	
  11.5

  	
  Form and Time of Settlement of Stock Units

  	
   

  	
  12

  
	
  11.6

  	
  Death of Recipient

  	
   

  	
  12

  
	
  11.7

  	
  Creditors’ Rights

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  PERFORMANCE SHARES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
  Performance Share Agreement

  	
   

  	
  13

  
	
  12.2

  	
  Grant of Performance Shares

  	
   

  	
  13

  
	
  12.3

  	
  Modification of Grant

  	
   

  	
  14

  
	
  12.4

  	
  Terms of the Grant

  	
   

  	
  14

  
	
  12.5

  	
  Payment of Performance Shares

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  PROTECTION AGAINST DILUTION

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
  Adjustments

  	
   

  	
  15

  
	
  13.2

  	
  Dissolution or Liquidation

  	
   

  	
  16

  
	
  13.3

  	
  Reorganizations

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14.

  	
  DEFERRAL OF AWARDS

  	
   

  	
  16

  
								



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15.

  	
  AWARDS UNDER OTHER PLANS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16.

  	
  PAYMENT OF DIRECTOR’S FEES IN SECURITIES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
  Effective Date

  	
   

  	
  18

  
	
  16.2

  	
  Elections to Receive NSOs, Restricted Shares or
  Stock Units

  	
   

  	
  18

  
	
  16.3

  	
  Number and Terms of NSOs, Restricted Shares or
  Stock Units

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17.

  	
  LIMITATION ON RIGHTS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
  Retention Rights

  	
   

  	
  18

  
	
  17.2

  	
  Shareholders’ Rights

  	
   

  	
  18

  
	
  17.3

  	
  Regulatory Requirements

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 18.

  	
  WITHHOLDING TAXES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.1

  	
  General

  	
   

  	
  19

  
	
  18.2

  	
  Share Withholding

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 19.

  	
  FUTURE OF THE PLAN

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.1

  	
  Term of the Plan

  	
   

  	
  19

  
	
  19.2

  	
  Amendment or Termination

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 20.

  	
  LIMITATION ON PARACHUTE PAYMENTS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.1

  	
  Scope of Limitation

  	
   

  	
  20

  
	
  20.2

  	
  Basic Rule

  	
   

  	
  20

  
	
  20.3

  	
  Reduction of Payments

  	
   

  	
  21

  
	
  20.4

  	
  Overpayments and Underpayments

  	
   

  	
  21

  
	
  20.5

  	
  Related Corporations

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 21. 

  	
  EXECUTION

  	
   

  	
  23

  
							



 



 iii















 


SUREWEST
COMMUNICATIONS


2000 EQUITY INCENTIVE PLAN


ARTICLE 1.          INTRODUCTION.


The Plan was
adopted by the Board effective January 31, 2000 and amended by the Board on
December 13, 2001.  The purpose of the
Plan is to promote the long-term success of the Company and creation of
shareholder value by (a) encouraging Employees, Outside Directors and
Consultants to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Employees, Outside Directors and Consultants with
exceptional qualifications and (c) linking Employees, Outside Directors and
Consultants directly to shareholder interests through increased share
ownership.  The Plan seeks to achieve
this purpose by providing for Awards in the form of Restricted Shares, Stock
Units, Performance Shares, Options (which may constitute incentive stock
options or nonstatutory stock options) or stock appreciation rights.


The Plan shall be
governed by, and construed in accordance with, the laws of the State of
California (except their choice-of-law provisions).


ARTICLE 2.          DEFINITIONS.


2.1           “Affiliate” means
any entity other than a Subsidiary, if the Company and/or one or more
Subsidiaries own not less than 50% of such entity.


2.2           “‘Award” means
any award of an Option, an SAR, a Restricted Share, a Stock Unit or a
Performance Share under the Plan.


2.3           “Board” means
the Company’s Board of Directors, as constituted from time to time.


2.4           A “Change in
Control” shall be deemed to have occurred if (A) any “person” (as
such term is used in Section 13(d) and 14(d) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing Twenty  percent (20%) or
more of the combined voting power of the Company’s then outstanding voting
securities; (B) there is a merger or consolidation of the Company in which the
Company does not survive as an independent public company; or (C) the business
or businesses of the Company for which a Participant’s services are principally
performed are disposed of by the



 1
 









Company pursuant to a
partial or complete liquidation of the Company, a sale of assets (including stock
of a Subsidiary) of the Company, or otherwise. 
A transaction shall not constitute a Change in Control if its sole
purpose is to change the state of the Company’s incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transaction.


2.5           “Code” means
the Internal Revenue Code of 1986, as amended.


2.6           “Committee”
means the Compensation Committee of the Board, as described in Article 3.


2.7           “Company” means
SureWest Communications, a California corporation.


2.8           “Consultant” means
a consultant or adviser who provides bona fide services to the Company, a
Parent, a Subsidiary or an Affiliate as an independent contractor.  Service as a Consultant shall be considered
employment for all purposes of the Plan, except as provided in Section 5.1.


2.9           “Employee” means
a common law employee of the Company, a Parent, a Subsidiary or an Affiliate.


2.10         “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


2.11         “Exercise Price,” in
the case of an Option, means the amount for which one Share may be purchased
upon exercise of such Option, as specified in the applicable Stock Option
Agreement.  “Exercise Price,” in the case
of an SAR, means an amount, as specified in the applicable SAR Agreement, which
is subtracted from the Fair Market Value of one Share in determining the amount
payable upon exercise of such SAR.


2.12         “Fair Market Value” means
the market price of Shares, determined by the Committee in good faith on such
basis as it deems appropriate.  Fair
Market Value may mean (i) if the Company’s common stock is listed on a
securities exchange or is traded over the NASDAQ National Market System, the
closing sales price of one Share on such exchange or other such system on an
applicable date or, in the absence of reported sales on such date, the closing
sales price on the immediately preceding date on which sales were reported, or
(ii) if the Company’s common stock is not listed on a securities exchange or
traded over the NASDAQ National Market System, the mean between the bid and
offered



 2
 









prices of the Share as
quoted by the National Association of Securities Dealer through NASDAQ,
provided, that if the Committee determines that the fair market value is not
properly reflected by such NASDAQ quotations, the Fair Market Value will mean
the fair market value as determined by such other method as the Committee
determines in good faith to be reasonable. 
Such determination shall be conclusive and binding on all persons.


2.13         “ISO” means an
incentive stock option described in Section 422(b) of the Code.


2.14         “NSO” means a
stock option not described in Sections 422 or 423 of the Code.


2.15         “Option” means
an ISO or NSO granted under the Plan and entitling the holder to purchase
Shares.


2.16         “Optionee” means
an individual or estate who holds an Option or SAR.


2.17         “Outside Director” means
a member of the Board who is not an Employee. 
Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 5.1.


2.18         “Parent” means
any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company, if each of the corporations other than the Company
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.


2.19         “Participant” means
an individual or estate who holds an Award.


2.20         “Performance Share”
means an Award to a Participant under Article 12.


2.21         “Performance Share
Agreement” means the agreement between the Company and a Participant
which contains the terms, conditions and restrictions pertaining to such
Performance Share.


2.22         “Plan” means
this SureWest Communications 2000 Equity Incentive Plan, as amended from time
to time.



 3
 









2.23         “Restricted Share” means
a Share awarded under the Plan.


2.24         “Restricted Stock
Agreement” means the agreement between the Company and the recipient
of a Restricted Share which contains the terms, conditions and restrictions
pertaining to such Restricted Share.


2.25         “SAR” means a
stock appreciation right granted under the Plan.


2.26         “SAR Agreement” means
the agreement between the Company and an Optionee which contains the terms,
conditions and restrictions pertaining to his or her SAR.


2.27         “Share” means
one share of the common stock of the Company.


2.28         “Stock Option Agreement”
means the agreement between the Company and an Optionee that contains the
terms, conditions and restrictions pertaining to his or her Option.


2.29         “Stock Unit” means
a bookkeeping entry representing the equivalent of one Share, as awarded under
the Plan.


2.30         “Stock Unit Agreement” means
the agreement between the Company and the recipient of a Stock Unit which
contains the terms, conditions and restrictions pertaining to such Stock Unit.


2.31         “Subsidiary” means
any corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.  A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.


ARTICLE 3.          ADMINISTRATION.


3.1           Committee Composition.  The Plan shall be administered by the
Committee.  The Committee shall consist
exclusively of two or more directors of the Company, who shall be appointed by
the Board.  In addition, the composition
of the Committee shall satisfy:



 4
 









(a)           Such
requirements as the Securities and Exchange Commission may establish for
administrators acting under plans intended to quality for exemption under Rule
16b-3 (or its successor) under the Exchange Act; and


(b)           Such
requirements as the Internal Revenue Service may establish for Outside
Directors acting under plans intended to qualify for exemption under section
162(m)(4)(C) of the Code.


3.2           Committee
Responsibilities.  The
Committee shall (a) select the Employees, Outside Directors and
Consultants who are to receive Awards under the Plan, (b) determine the
type, number, vesting requirements and other features and conditions of such
Awards, (c) interpret the Plan and (d) make all other decisions relating to the
operation of the Plan.  The Committee may
adopt such rules or guidelines as it deems appropriate to implement the
Plan.  The Committee’s determinations
under the Plan shall be final and binding on all persons.


3.3           Committee for Non-Officer
Grants.  The Board may also
appoint a secondary committee of the Board, which shall be composed of two or
more directors of the Company who need not satisfy the requirements of Section
3.1.  Such secondary committee may
administer the Plan with respect to Employees and Consultants who are not
considered officers or directors of the Company under Section 16 of the
Exchange Act, may grant Awards under the Plan to such Employees and Consultants
and may determine all features and conditions of such Awards.  Within the limitations of this Section 3.3,
any reference in the Plan to the Committee shall include such secondary
committee.


ARTICLE 4.          SHARES AVAILABLE FOR
GRANTS.


4.1           Basic Limitation.  Shares issued pursuant to the Plan shall be
authorized but unissued shares.  The
aggregate number of Options, SARs, Stock Units, Restricted Shares and
Performance Shares awarded under the Plan shall not exceed Nine Hundred Fifty
Thousand (950,000) Shares until December 31, 2002, and commencing with the
first business day of each calendar year thereafter beginning with January 2,
2003, such maximum number of Shares shall be increased by a number equal to the
lesser of (i) one percent (1%) of the number of Shares outstanding as of
December 31 of the immediately preceding calendar year, or (ii) one percent
(1%) of the number of Shares outstanding as of May 1, 2002.  The limitation of this Section 4.1 shall be
subject to adjustment pursuant to Article 13.



 5
 









4.2           Forfeited Shares.  If Restricted Shares, Performance
Shares or Shares issued upon the exercise of Options are forfeited, then such
Shares shall again become available for Awards under the Plan.  If Stock Units, Options or SARs are forfeited
or terminate for any other reason before being exercised, then the
corresponding Shares shall again become available for Awards under the
Plan.  If Stock Units are settled, then
only the number of Shares (if any) actually issued in settlement of such Stock
Units shall reduce the number available under Section 4.1 and the balance shall
again become available for Awards under the Plan.  If SARs are exercised, then only the number of
Shares (if any) actually issued in settlement of such SARs shall reduce the
number available under Section 4.1 and the balance shall again become available
for Awards under the Plan.  The foregoing
notwithstanding, the aggregate number of Shares that may be issued under the
Plan upon the exercise of ISOs shall not be increased when Restricted Shares,
Performance Shares or other Shares are forfeited.


4.3           Dividend Equivalents.  Any dividend equivalents paid or
credited under the Plan shall not be applied against the number of Restricted
Shares, Performance Shares, Stock Units, Options or SARs available for Awards,
whether or not such dividend equivalents are converted into Stock Units.


ARTICLE 5.          ELIGIBILITY.


5.1           Incentive Stock Options.  Only
Employees who are common-law employees of the Company, a Parent or a Subsidiary
shall be eligible for the grant of ISOs. 
In addition, an Employee who owns more than 10% of the total combined
voting power of all classes of outstanding stock of the Company or any of its Parents
or Subsidiaries shall not be eligible for the grant of an ISO unless the
requirements set forth in section 422(c)(6) of the Code are satisfied.


5.2           Other Grants.  Only Employees, Outside Directors
and Consultants shall be eligible for the grant of Restricted Shares,
Performance Shares, Stock Units, NSOs or SARs.


ARTICLE 6.          OPTIONS.


6.1           Stock Option
Agreement.  Each grant of an
Option under the Plan shall be evidenced by a Stock Option Agreement between
the Optionee and the Company.  Such
Option shall be subject to all applicable terms of the Plan and may be subject
to any other terms that are not inconsistent with the Plan.  The Stock Option Agreement shall specify
whether the Option is an ISO or an NSO. 
The provisions of the various Stock Option Agreements entered into under
the Plan need not be identical.  Options
may be granted in consideration of a



 6
 









reduction in the
Optionee’s other compensation.  A Stock
Option Agreement may provide that a new Option will be granted automatically to
the Optionee when he or she exercises a prior Option and pays the Exercise
Price in the form described in Section 7.2.


6.2           Number of Shares.  Each Stock Option Agreement shall
specify the number of Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 13.  Options granted to any Optionee in a single
fiscal year of the Company shall not cover more than 200,000 Shares, except
that Options granted to a new Employee in the fiscal year of the Company in
which his or her service as an Employee first commences shall not cover more
than 25,000 Shares.  The limitations set
forth in the preceding sentence shall be subject to adjustment in accordance
with Article 13.


6.3           Exercise Price.  Each Stock Option Agreement shall
specify the Exercise Price; provided that the Exercise Price under an ISO shall
in no event be less than 100% of the Fair Market Value of a  Share on the date of grant and the Exercise
Price under an NSO shall in no event be less than 85% of the Fair Market Value
of a  Share on the date of grant.  In the case of an NSO, a Stock Option
Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.


6.4           Exercisability and Term.  Each Stock Option Agreement shall specify the
date or event when all or any installment of the Option is to become
exercisable.  The Stock Option Agreement
shall also specify the term of the Option; provided that the term of an ISO
shall in no event exceed 10 years from the date of grant.  A Stock Option Agreement may provide for
accelerated exercisability in the event of the Optionee’s death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s service.  Options may be awarded in combination with
SARs, and such an Award may provide that the Options will not be exercisable
unless the related SARs are forfeited.


6.5           Effect of Change in
Control.  The Committee may
determine, at the time of granting an Option or thereafter, that such Option
shall become exercisable as to all or part of the Shares subject to such Option
in the event that a Change in Control occurs with respect to the Company,
subject to the limitations that, in the case of an ISO, the acceleration of
exercisability shall not occur without the Optionee’s written consent.


6.6           Modification or Assumption
of Options.  Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding



 7
 









options or may accept the
cancellation of outstanding options (whether granted by the Company or by
another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price.  The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or
impair his or her rights or obligations under such Option.


6.7           Buyout Provisions.  The Committee may at any time
(a) offer to buy out for a payment in cash or cash equivalents an Option
previously granted or (b) authorize an Optionee to elect to cash out an Option
previously granted, in either case at such time and based upon such terms and
conditions as the Committee shall establish.


ARTICLE 7.          PAYMENT
FOR OPTION  SHARES.


7.1           General Rule.  The
entire Exercise Price of Shares issued upon exercise of Options shall be
payable in cash or cash equivalents at the time when such  Shares are purchased, except as follows:


(a)           In
the case of an ISO granted under the Plan, payment shall be made only pursuant
to the express provisions of the applicable Stock Option Agreement.  The Stock Option Agreement may specify that
payment may be made in any form(s) described in this Article 7.


(b)           In
the case of an NSO, the Committee may at any time accept payment in any form(s)
described in this Article 7.


7.2           Surrender of Stock.  To the extent that this Section 7.2 is
applicable, all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the
Optionee.  Such Shares shall be valued at
their Fair Market Value on the date when the new Shares are purchased under the
Plan.  The Optionee shall not surrender,
or attest to the ownership of, Shares in payment of the Exercise Price if such
action would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.


7.3           Exercise/Sale.  To the extent that this Section 7.3 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) an irrevocable
direction to a securities broker approved by the Company to sell all or part of
the Shares being



 8
 









purchased under the Plan
and to deliver all or part of the sales proceeds to the Company.


7.4           Exercise/Pledge.  To the extent that this Section
7.4 is applicable, all or any part of the Exercise Price and any withholding
taxes may be paid by delivering (on a form prescribed by the Company) an
irrevocable direction to pledge all or part of the Shares being purchased under
the Plan to a securities broker or lender approved by the Company, as security
for a loan, and to deliver all or part of the loan proceeds to the Company.


7.5           Promissory Note.  To the extent that this Section
7.5 is applicable, all or any part of the Exercise Price and any withholding
taxes may be paid by delivering (on a form prescribed by the Company) a
full-recourse promissory note.


7.6           Other Forms of
Payment.  To the extent that
this Section 7.6 is applicable, all or any part of the Exercise Price and any
withholding taxes may be paid in any other form that is consistent with
applicable laws, regulations and rules.


ARTICLE 8.                             AUTOMATIC
OPTION GRANTS TO OUTSIDE DIRECTORS.


[Deleted]


ARTICLE 9.          STOCK APPRECIATION
RIGHTS.


9.1           SAR Agreement.  Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company.  Such SAR shall be subject to all applicable
terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan.  The
provisions of the various SAR Agreements entered into under the Plan need not
be identical.  SARs may be granted in
consideration of a reduction in the Optionee’s other compensation.


9.2           Number of Shares.  Each SAR Agreement shall specify the number of
Shares to which the SAR pertains and shall provide for the adjustment of such
number in accordance with Article 13. 
SARs granted to any Optionee in a single calendar year shall in no event
pertain to more than 200,000 Shares, except that SARs granted to a new Employee
in the fiscal year of the Company in which his or her service as an Employee
first commences shall not pertain to more than 25,000 Shares. The limitations
set forth in the preceding sentence shall be subject to adjustment in
accordance with Article 13.



 9
 









9.3           Exercise Price.  Each SAR Agreement shall specify the Exercise
Price.  An SAR Agreement may specify an
Exercise Price that varies in accordance with a predetermined formula while the
SAR is outstanding.


9.4           Exercisability and
Term.  Each SAR Agreement
shall specify the date when all or any installment of the SAR is to become
exercisable.  The SAR Agreement shall
also specify the term of the SAR.  An SAR
Agreement may provide for accelerated exercisability in the event of the
Optionee’s death, disability or retirement or other events and may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee’s service.  SARs may be awarded
in combination with Options, and such an Award may provide that the SARs will
not be exercisable unless the related Options are forfeited.  An SAR may be included in an ISO only at the
time of grant but may be included in an NSO at the time of grant or thereafter.  An SAR granted under the Plan may provide
that it will be exercisable only in the event of a Change in Control.


9.5           Effect of Change in
Control.  The Committee may
determine, at the time of granting an SAR or thereafter, that such SAR shall
become fully exercisable as to all Shares subject to such SAR in the event that
a Change in Control occurs with respect to the Company.


9.6           Exercise of SARs.  Upon exercise of an SAR, the
Optionee (or any person having the right to exercise the SAR after his or her
death) shall receive from the Company (a) Shares, (b) cash or (c) a
combination of Shares and cash, as the Committee shall determine.  The amount of cash and/or the Fair Market
Value of Shares received upon exercise of SARs shall, in the aggregate, be equal
to the amount by which the Fair Market Value (on the date of surrender) of the
Shares subject to the SARs exceeds the Exercise Price.  If, on the date when an SAR expires, the
Exercise Price under such SAR is less than the Fair Market Value on such date
but any portion of such SAR has not been exercised or surrendered, then such
SAR shall automatically be deemed to be exercised as of such date with respect
to such portion.


9.7           Modification or Assumption
of SARs.  Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
SARs or may accept the cancellation of outstanding SARs (whether granted by the
Company or by another issuer) in return for the grant of new SARs for the same
or a different number of shares and at the same or a different exercise
price.  The foregoing notwithstanding, no
modification of an SAR shall, without the consent of the Optionee, alter or
impair his or her rights or obligations under such SAR.



 10
 









ARTICLE 10.       RESTRICTED SHARES.


10.1         Restricted Stock Agreement.
 Each grant of Restricted
Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. 
Such Restricted Shares shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent with the
Plan.  The provisions of the various
Restricted Stock Agreements entered into under the Plan need not be identical.


10.2         Payment for Awards.  Restricted Shares may be sold or awarded under
the Plan for such consideration as the Committee may determine, including
(without limitation) cash, cash equivalents, full-recourse promissory notes,
past services and future services.


10.3         Vesting Conditions.  Each Award of Restricted Shares may or may not
be subject to vesting.  Vesting shall
occur, in full or in installments, upon satisfaction of the conditions
specified in the Restricted Stock Agreement. 
A Restricted Stock Agreement may provide for accelerated vesting in the
event of the Participant’s death, disability or retirement or other
events.  The Committee may determine, at
the time of granting Restricted Shares or thereafter, that all or part of such
Restricted Shares shall become vested in the event that a Change in Control
occurs with respect to the Company.


10.4         Voting and Dividend
Rights.  The holders of
Restricted Shares awarded under the Plan shall have the same voting, dividend
and other rights as the Company’s other shareholders.  A Restricted Stock Agreement, however, may
require that the holders of Restricted Shares invest any cash dividends
received in additional Restricted Shares. 
Such additional Restricted Shares shall be subject to the same
conditions and restrictions as the Award with respect to which the dividends were
paid.


ARTICLE 11.       STOCK UNITS.


11.1         Stock Unit Agreement.  Each grant of Stock Units under the Plan
shall be evidenced by a Stock Unit Agreement between the recipient and the
Company.  Such Stock Units shall be
subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. 
The provisions of the various Stock Unit Agreements entered into under
the Plan need not be identical.  Stock
Units may be granted in consideration of a reduction in the recipient’s other
compensation.



 11















11.2         Payment for Awards.  To the extent that an Award is
granted in the form of Stock Units, no cash consideration shall be required of
the Award recipients.


11.3         Vesting Conditions.  Each Award of Stock Units may or
may not be subject to vesting.  Vesting
shall occur, in full or in installments, upon satisfaction of the conditions
specified in the Stock Unit Agreement.  A
Stock Unit Agreement may provide for accelerated vesting in the event of the
Participant’s death, disability or retirement or other events.  The Committee may determine, at the time of
granting Stock Units or thereafter, that all or part of such Stock Units shall
become vested in the event that a Change in Control occurs with respect to the
Company.


11.4         Voting and Dividend
Rights.  The holders of Stock
Units shall have no voting rights.  Prior
to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the
Committee’s discretion, carry with it a right to dividend equivalents.  Such right entitles the holder to be credited
with an amount equal to all cash dividends paid on one  Share while the Stock Unit is
outstanding.  Dividend equivalents may be
converted into additional Stock Units. 
Settlement of dividend equivalents may be made in the form of cash, in
the form of Shares, or in a combination of both.  Prior to distribution, any dividend
equivalents which are not paid shall be subject to the same conditions and
restrictions as the Stock Units to which they attach.


11.5         Form and Time of
Settlement of Stock Units.  Settlement of vested Stock Units may be made
in the form of (a) cash, (b) Shares or (c) any combination of both, as
determined by the Committee.  The actual
number of Stock Units eligible for settlement may be larger or smaller than the
number included in the original Award, based on predetermined performance
factors.  Methods of converting Stock
Units into cash may include (without limitation) a method based on the average
Fair Market Value of Shares over a series of trading days.  Vested Stock Units may be settled in a lump
sum or in installments.  The distribution
may occur or commence when all vesting conditions applicable to the Stock Units
have been satisfied or have lapsed, or it may be deferred to any later date.  The amount of a deferred distribution may be increased
by an interest factor or by dividend equivalents.  Until an Award of Stock Units is settled, the
number of such Stock Units shall be subject to adjustment pursuant to Article
13.


11.6         Death of Recipient.  Any Stock Units Award that becomes payable
after the recipient’s death shall be distributed to the recipient’s beneficiary
or beneficiaries.  Each recipient of a
Stock Units Award under the Plan shall designate one or more beneficiaries for
this purpose by filing the prescribed form



 12
 









with the Company.  A beneficiary designation may be changed by
filing the prescribed form with the Company at any time before the Award
recipient’s death.  If no beneficiary was
designated or if no designated beneficiary survives the Award recipient, then
any Stock Units Award that becomes payable after the recipient’s death shall be
distributed to the recipient’s estate.


11.7         Creditors’ Rights.  A holder of Stock Units shall have no rights
other than those of a general creditor of the Company.  Stock Units represent an unfunded and
unsecured obligation of the Company, subject to the terms and conditions of the
applicable Stock Unit Agreement.


ARTICLE 12.       PERFORMANCE SHARES


12.1         Performance Share
Agreement.  Each grant of
Performance Shares under the Plan shall be evidenced by a Performance Share
Agreement between the Participant and the Company.  Such Performance Shares shall be subject to
all applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan.  The
provisions of the various Performance Share Agreements entered into under the
Plan need not be identical.


12.2         Grant of Performance
Shares.  Before the grant of
Performance Shares, the Committee shall:


(a)           determine
objective performance goals, which may consist of any one or more of the
following goals deemed appropriate by the Committee: earnings (either in the
aggregate or on a per-share basis), operating income, cash flow, including
EBITDA (earnings before interest, taxes, depreciation and amortization), return
on equity, per share rate of return on the Shares (including dividends),
general indices relative to levels of general customer service satisfaction, as
measured through various randomly-generated customer service surveys, market
share (in one or more markets), customer retention rates, market penetration
rates, revenues, reductions in expense levels, and the attainment by the Shares
of a specified market value for a specified period of time, in each case where
applicable to be determined either on a Company-wide basis or in respect of any
one or more business units, and the amount of compensation under the goals
applicable to such grant;


(b)           designate
a period for the measurement of the extent to which performance goals are
attained, which may begin prior to the date of grant (the “Performance Period”);
and



 13
 









(c)           assign
a “Performance Percentage” to each level of attainment of performance goals
during the Performance Period, with the percentage applicable to minimum
attainment being zero percent and the percentage applicable to maximum
attainment to the determined by the Committee from time to time, but not in
excess of 250%.


12.3         Modification of Grant.  If a Participant is promoted, demoted, or
transferred to a different business unit of the Company during a Performance
Period, then, to the extent the Committee determines any one or more of the
performance goals, Performance Period, or Performance Percentage are no longer
appropriate, the Committee may make any changes thereto as it deems appropriate
in order to make them appropriate.


12.4         Terms of the Grant.  When granted, Performance Shares may, but
need not, be identified with Shares subject to a specific Option, specific
Restricted Shares, or specific SARs of the Participant granted under the Plan
in a number equal to or different from the number of the Performance Shares so
granted.  If Performance Shares are so
identified, then, unless otherwise provided in the applicable Award, the
Participant’s associated Performance Shares shall terminate upon (a) the
expiration, termination, forfeiture, or cancellation of the Option, Restricted
Shares, or SARs with which the Performance Shares are identified, (b) the
exercise of such Option or SARs, or (c) the date Restricted Shares become
nonforfeitable.


12.5         Payment of Performance
Shares.  Unless otherwise
provided in the Performance Share Agreement, if the minimum performance goals
applicable to such Performance Shares have been achieved during the applicable
Performance Period, then the Company shall pay to the Participant that number
of Shares equal to the product of:


(a)           the
sum of (i) number of Performance Shares specified in the applicable Award
agreement and (ii) the number of Shares that would have been issuable if such
Performance Shares had been Shares outstanding throughout the Performance
Period and the stock dividends, cash dividends (except as otherwise provided in
the Performance Share Agreement) and other property paid in respect of such
shares had been reinvested in additional Shares as of each dividend payment
date,


multiplied by


(b)           the
Performance Percentage achieved during such Performance Period.



 14
 









The Committee may, in its
discretion, determine that cash be paid in lieu of some or all of such
Shares.  The amount of cash payable in
lieu of a Share shall be determined by valuing such shares at its Fair Market
Value on the business day next preceding the date such cash is to be paid.  Payments pursuant to this Section shall be
made as soon as administratively practical after the end of the applicable
Performance Period.  Any Performance
Shares with respect to which the performance goals shall not have been achieved
by the end of the applicable Performance period shall expire.


ARTICLE 13.       PROTECTION AGAINST  DILUTION.


13.1         Adjustments.  In the event of a subdivision of the
outstanding Shares, a declaration of a dividend payable in Shares, a
declaration of a dividend payable in a form other than Shares in an amount that
has a material effect on the price of Shares, a combination or consolidation of
the outstanding Shares (by reclassification or otherwise) into a lesser number
of Shares, a recapitalization, a spin-off or a similar occurrence, the
Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:


(a)           The
number of Options, SARs, Restricted Shares, Performance Shares and Stock Units
available for future Awards under Article 4;


(b)           The
limitations set forth in Sections 6.2 and 9.2;


(c)           The
number of NSOs to be granted to Outside Directors under Article 8;


(d)           The
number of  Shares covered by each
outstanding Option and SAR;


(e)           The
Exercise Price under each outstanding Option and SAR; or


(f)            The
number of Stock Units included in any prior Award which has not yet been
settled.


Except as provided in
this Article 13, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any
class, any subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number
of shares of stock of any class.



 15
 









13.2         Dissolution or
Liquidation.  To the extent
not previously exercised or settled, Options, SARs and Stock Units shall
terminate immediately prior to the dissolution or liquidation of the Company.


13.3         Reorganizations.  In the event that the Company is a
party to a merger or other reorganization, outstanding Awards shall be subject
to the agreement of merger or reorganization Such agreement shall provide for:


(a)           The
continuation of the outstanding Awards by the Company, if the Company is a
surviving corporation;


(b)           The
assumption of the outstanding Awards by the surviving corporation or its parent
or subsidiary;


(c)           The
substitution by the surviving corporation or its parent or subsidiary of its
own awards for the outstanding Awards;


(d)           Full
exercisability or vesting and accelerated expiration of the outstanding Awards;
or


(e)           Settlement
of the full value of the outstanding Awards in cash or cash equivalents
followed by cancellation of such Awards.


ARTICLE 14.       DEFERRAL OF AWARDS.


The Committee (in
its sole discretion) may permit or require a Participant to:


(a)           Have
cash that otherwise would be paid to such Participant as a result of the
exercise of an SAR or the settlement of Stock Units credited to a deferred
compensation account established for such Participant by the Committee as an
entry on the Company’s books;


(b)           Have
Shares that otherwise would be delivered to such Participant as a result of the
exercise of an Option or SAR converted into an equal number of Stock Units; or


(c)           Have
Shares that otherwise would be delivered to such Participant as a result of the
exercise of an Option or SAR or the settlement of Stock Units converted into
amounts credited to a deferred compensation account established for such
Participant by the Committee as an entry on the Company’s books.  Such amounts shall be determined by reference
to



 16
 









the Fair Market Value of such Shares as of the date
when they otherwise would have been delivered to such Participant.


A deferred compensation
account established under this Article 14 may be credited with interest or
other forms of investment return, as determined by the Committee.  A Participant for whom such an account is
established shall have no rights other than those of a general creditor of the
Company.  Such an account shall represent
an unfunded and unsecured obligation of the Company and shall be subject to the
terms and conditions of the applicable agreement between such Participant and
the Company.  If the deferral or
conversion of Awards is permitted or required, the Committee (in its sole
discretion) may establish rules, procedures and forms pertaining to such
Awards, including (without limitation) the settlement of deferred compensation
accounts established under this Article 14.



 17
 









ARTICLE 15.       AWARDS UNDER OTHER PLANS.


The Company may
grant awards under other plans or programs. 
Such awards may be settled in the form of Shares issued under this
Plan.  Such Shares shall be treated for
all purposes under the Plan like Shares issued in settlement of Stock Units and
shall, when issued, reduce the number of 
Shares available under Article 4.


ARTICLE 16.       PAYMENT
OF DIRECTOR’S FEES  IN SECURITIES.


16.1         Effective Date.  No provision of this Article 16
shall be effective unless and until the Board has determined to implement such
provision.


16.2         Elections to Receive NSOs,
Restricted Shares or  Stock Units.  An Outside Director may elect to receive his
or her annual retainer payments and/or meeting fees from the Company in the
form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof,
as determined by the Board.  Such NSOs,
Restricted Shares and Stock Units shall be issued under the Plan.  An election under this Article 16 shall be
filed with the Company on the prescribed form.


16.3         Number and Terms of NSOs,
Restricted Shares or  Stock Units.  The number of NSOs, Restricted Shares or Stock
Units to be granted to Outside Directors in lieu of annual retainers and
meeting fees that would otherwise be paid in cash shall be calculated in a
manner determined by the Board.  The
terms of such NSOs, Restricted Shares or Stock Units shall also be determined
by the Board.


ARTICLE 17.       LIMITATION ON RIGHTS.


17.1         Retention Rights.  Neither the Plan nor any Award granted
under the Plan shall be deemed to give any individual a right to remain an
Employee, Outside Director or Consultant. 
The Company and its Parents, Subsidiaries and Affiliates reserve the
right to terminate the service of any Employee, Outside Director or Consultant
at any time, with or without cause, subject to applicable laws, the Company’s
articles of incorporation and bylaws and a written employment agreement (if
any).


17.2         Shareholders’ Rights.  A Participant shall have no
dividend rights, voting rights or other rights as a shareholder with respect to
any Shares



 18
 









covered by his or her
Award prior to the time when a stock certificate for such Shares is issued or,
if applicable, the time when he or she becomes entitled to receive such Shares
by filing any required notice of exercise and paying any required Exercise
Price.  No adjustment shall be made for
cash dividends or other rights for which the record date is prior to such time,
except as expressly provided in the Plan.


17.3         Regulatory Requirements.  Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required.  The Company reserves the right to restrict,
in whole or in part, the delivery of Shares pursuant to any Award prior to the
satisfaction of all legal requirements relating to the issuance of such  Shares, to their registration, qualification
or listing or to an exemption from registration, qualification or listing.


ARTICLE 18.       WITHHOLDING
TAXES.


18.1         General.  To the extent required by
applicable federal, state, local or foreign law, a Participant or his or her
successor shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with
the Plan.  The Company shall not be
required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied.


18.2         Share Withholding.  The Committee may permit a
Participant to satisfy all or part of his or her withholding or income tax
obligations by having the Company withhold all or a portion of any Shares that
otherwise would be issued to his or her or by surrendering all or a portion of any
Shares that he or she previously acquired. 
Such Shares shall be valued at their Fair Market Value on the date when
taxes otherwise would be withheld in cash.


ARTICLE 19.       FUTURE OF THE PLAN.


19.1         Term of the Plan.  The Plan, as set forth herein, shall become
effective on January 31, 2000.  The Plan
shall remain in effect until it is terminated under Section 19.2, except that
no ISOs shall be granted on or after the 10th anniversary of the later of (a) the date when
the Board adopted the Plan or (b) the date when the Board adopted the most
recent increase in the number of Shares available under Article 4 which was
approved by the Company’s shareholders.



 19
 









19.2         Amendment or Termination.  The Board may, at any time and for any reason,
amend or terminate the Plan.  An
amendment of the Plan shall be subject to the approval of the Company’s
shareholders only to the extent required by applicable laws, regulations or
rules.   No Awards shall be granted under
the Plan after the termination thereof. 
The termination of the Plan, or any amendment thereof, shall not affect
any Award previously granted under the Plan.


ARTICLE 20.       LIMITATION
ON PARACHUTE  PAYMENTS.


20.1         Scope of Limitation.  This Article 20 shall apply to an Award only
if:


(a)           The
independent auditors most recently selected by the Board (the “Auditors”)
determine that the after-tax value of such Award to the Participant, taking
into account the effect of all federal, state and local income taxes,
employment taxes and excise taxes applicable to the Participant (including the
excise tax under section 4999 of the Code), will be greater after the
application of this Article 20 than it was before the application of this
Article 20, or


(b)           The
Committee, at the time of making an Award under the Plan or at any time
thereafter, specifies in writing that such Award shall be subject to this
Article 20 (regardless of the after-tax value of such Award to the
Participant).


If this Article 20
applies to an Award, it shall supersede any contrary provision of the Plan or
of any Award granted under the Plan.


20.2         Basic Rule.  In the event that the independent
auditors most recently selected by the Board (the “Auditors”) determine that
any payment or transfer by the Company under the Plan to or for the benefit of
a Participant (a “Payment”) would be nondeductible by the Company for federal
income tax purposes because of the provisions concerning “excess parachute
payments” in Section 28OG of the Code, then the aggregate present value of all
Payments shall be reduced (but not below zero) to the Reduced Amount.  For purposes of this Article 20, the “Reduced
Amount” shall be the amount, expressed as a present value, which maximizes the
aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of Section 28OG of the Code.



 20
 









20.3         Reduction of
Payments.  If the Auditors
determine that any Payment would be nondeductible by the Company because of
Section 28OG of the Code, then the Company shall promptly give the Participant
notice to that effect and a copy of the detailed calculation thereof and of the
Reduced Amount, and the Participant may then elect, in his or her sole
discretion, which and how much of the Payments shall be eliminated or reduced
(as long as after such election the aggregate present value of the Payments
equals the Reduced Amount) and shall advise the Company in writing of his or
her election within 10 days of receipt of notice.  If no such election is made by the
Participant within such 10-day period, then the Company may elect which and how
much of the Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Payments equals the Reduced Amount)
and shall notify the Participant promptly of such election.  For purposes of this Article 20, present
value shall be determined in accordance with Section 28OG(d)(4) of the
Code.  All determinations made by the
Auditors under this Article 20 shall be binding upon the Company and the
Participant and shall be made within 60 days of the date when a Payment becomes
payable or transferable.  As promptly as
practicable following such determination and the elections hereunder, the
Company shall pay or transfer to or for the benefit of the Participant such
amounts as are then due to him or her under the Plan and shall promptly pay or
transfer to or for the benefit of the Participant in the future such amounts as
become due to him or her under the Plan.


20.4         Overpayments and
Underpayments.  As a result of
uncertainty in the application of Section 28OG of the Code at the time of an
initial determination by the Auditors hereunder, it is possible that Payments
will have been made by the Company that should not have been made (an “Overpayment”)
or that additional Payments that will not have been made by the Company could
have been made (an “Underpayment”), consistent in each case with the
calculation of the Reduced Amount hereunder. 
In the event that the Auditors, based upon the assertion of a deficiency
by the Internal Revenue Service against the Company or the Participant that the
Auditors believe has a high probability of success, determine that an
Overpayment has been made, such Overpayment shall be treated for all purposes
as a loan to the Participant which he or she shall repay to the Company,
together with interest at the applicable federal rate provided in Section
7872(f)(2) of the Code; provided, however, that no amount shall be payable by
the Participant to the Company if and to the extent that such payment would not
reduce the amount subject to taxation under Section 4999 of the Code.  In the event that the Auditors determine that
an Underpayment has occurred, such Underpayment shall promptly be paid or
transferred by the Company to or for the benefit of the Participant, together
with interest at the applicable federal rate provided in Section 7872(f)(2) of
the Code.



 21
 









20.5         Related Corporations.  For purposes of this Article 20, the term “Company”
shall include affiliated corporations to the extent determined by the Auditors
in accordance with Section 28OG(d)(5) of the Code.



 22
 









ARTICLE 21. 
EXECUTION.


To record the adoption of
the Plan by the Board, the Company has caused its duly authorized officer to
execute this document in the name of the Company.


	
  

  	
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