**Exhibit 10.6**

SUREWEST COMMUNICATIONS

2000 EQUITY INCENTIVE PLAN

(As ADOPTED EFFECTIVE JANUARY 31, 2000)

(As AMENDEDEFFECTIVE MAY 17, 2002 AND FEBRUARY 25, 2004)

 

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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         |
|                 |                                                |            |            |            |       |  |  |

 

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|                 | ** **                                                       | ** ** |       |       |
|-----------------|------------------------------------------------------------------|------------|------------|------------|
| **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         |
|                 |                                                                  |            |            |            |  |  |

 

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**SUREWESTCOMMUNICATIONS**

**2000 EQUITY INCENTIVE PLAN**

**ARTICLE 1.          INTRODUCTION.**

The Plan wasadopted by the Board effective January 31, 2000 and amended by the Board onDecember 13, 2001.  The purpose of thePlan is to promote the long-term success of the Company and creation ofshareholder value by (a) encouraging Employees, Outside Directors andConsultants to focus on critical long-range objectives, (b) encouraging theattraction and retention of Employees, Outside Directors and Consultants withexceptional qualifications and (c) linking Employees, Outside Directors andConsultants directly to shareholder interests through increased shareownership.  The Plan seeks to achievethis purpose by providing for Awards in the form of Restricted Shares, StockUnits, Performance Shares, Options (which may constitute incentive stockoptions or nonstatutory stock options) or stock appreciation rights.

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

**ARTICLE 2.          DEFINITIONS.**

2.1           **“Affiliate”**meansany entity other than a Subsidiary, if the Company and/or one or moreSubsidiaries own not less than 50% of such entity.

2.2           **“‘Award”** meansany award of an Option, an SAR, a Restricted Share, a Stock Unit or aPerformance Share under the Plan.

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

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

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

2.5           **“Code”** meansthe 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”**meansSureWest Communications, a California corporation.

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

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

2.10         **“Exchange Act”**meansthe Securities Exchange Act of 1934, as amended.

2.11         **“Exercise Price,”**inthe case of an Option, means the amount for which one Share may be purchasedupon exercise of such Option, as specified in the applicable Stock OptionAgreement.  “Exercise Price,” in the caseof an SAR, means an amount, as specified in the applicable SAR Agreement, whichis subtracted from the Fair Market Value of one Share in determining the amountpayable upon exercise of such SAR.

2.12         **“Fair Market Value”**meansthe market price of Shares, determined by the Committee in good faith on suchbasis as it deems appropriate.  FairMarket Value may mean (i) if the Company’s common stock is listed on asecurities exchange or is traded over the NASDAQ National Market System, theclosing sales price of one Share on such exchange or other such system on anapplicable date or, in the absence of reported sales on such date, the closingsales 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 ortraded over the NASDAQ National Market System, the mean between the bid andoffered

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prices of the Share asquoted by the National Association of Securities Dealer through NASDAQ,provided, that if the Committee determines that the fair market value is notproperly reflected by such NASDAQ quotations, the Fair Market Value will meanthe fair market value as determined by such other method as the Committeedetermines in good faith to be reasonable. Such determination shall be conclusive and binding on all persons.

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

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

2.15         **“Option”**meansan ISO or NSO granted under the Plan and entitling the holder to purchaseShares.

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

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

2.18         **“Parent”**meansany corporation (other than the Company) in an unbroken chain of corporationsending with the Company, if each of the corporations other than the Companyowns stock possessing 50% or more of the total combined voting power of allclasses of stock in one of the other corporations in such chain.  A corporation that attains the status of aParent on a date after the adoption of the Plan shall be considered a Parentcommencing as of such date.

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

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

2.21         **“Performance ShareAgreement”** means the agreement between the Company and a Participantwhich contains the terms, conditions and restrictions pertaining to suchPerformance Share.

2.22         **“Plan”**meansthis SureWest Communications 2000 Equity Incentive Plan, as amended from timeto time.

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2.23         **“Restricted Share”**meansa Share awarded under the Plan.

2.24         **“Restricted StockAgreement”** means the agreement between the Company and the recipientof a Restricted Share which contains the terms, conditions and restrictionspertaining to such Restricted Share.

2.25         **“SAR”**means astock appreciation right granted under the Plan.

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

2.27         **“Share”**meansone share of the common stock of the Company.

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

2.29         **“Stock Unit”**meansa bookkeeping entry representing the equivalent of one Share, as awarded underthe Plan.

2.30         **“Stock Unit Agreement”**meansthe agreement between the Company and the recipient of a Stock Unit whichcontains the terms, conditions and restrictions pertaining to such Stock Unit.

2.31         **“Subsidiary”**meansany corporation (other than the Company) in an unbroken chain of corporationsbeginning with the Company, if each of the corporations other than the lastcorporation in the unbroken chain owns stock possessing 50% or more of thetotal combined voting power of all classes of stock in one of the othercorporations in such chain.  Acorporation that attains the status of a Subsidiary on a date after theadoption of the Plan shall be considered a Subsidiary commencing as of suchdate.

**ARTICLE 3.          ADMINISTRATION.**

3.1           **Committee Composition.** The Plan shall be administered by theCommittee.  The Committee shall consistexclusively of two or more directors of the Company, who shall be appointed bythe Board.  In addition, the compositionof the Committee shall satisfy:

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(a)           Suchrequirements as the Securities and Exchange Commission may establish foradministrators acting under plans intended to quality for exemption under Rule16b-3 (or its successor) under the Exchange Act; and

(b)           Suchrequirements as the Internal Revenue Service may establish for OutsideDirectors acting under plans intended to qualify for exemption under section162(m)(4)(C) of the Code.

3.2           **CommitteeResponsibilities. **TheCommittee shall (a) select the Employees, Outside Directors andConsultants who are to receive Awards under the Plan, (b) determine thetype, number, vesting requirements and other features and conditions of suchAwards, (c) interpret the Plan and (d) make all other decisions relating to theoperation of the Plan.  The Committee mayadopt such rules or guidelines as it deems appropriate to implement thePlan.  The Committee’s determinationsunder the Plan shall be final and binding on all persons.

3.3           **Committee for Non-OfficerGrants. **The Board may alsoappoint a secondary committee of the Board, which shall be composed of two ormore directors of the Company who need not satisfy the requirements of Section3.1.  Such secondary committee mayadminister the Plan with respect to Employees and Consultants who are notconsidered officers or directors of the Company under Section 16 of theExchange Act, may grant Awards under the Plan to such Employees and Consultantsand 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 secondarycommittee.

**ARTICLE 4.**          **SHARES AVAILABLE FOR****GRANTS.**

4.1           **Basic Limitation.**  Shares issued pursuant to the Plan shall beauthorized but unissued shares.  Theaggregate number of Options, SARs, Stock Units, Restricted Shares andPerformance Shares awarded under the Plan shall not exceed Nine Hundred FiftyThousand (950,000) Shares until December 31, 2002, and commencing with thefirst 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 thelesser of (i) one percent (1%) of the number of Shares outstanding as ofDecember 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 besubject to adjustment pursuant to Article 13.

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4.2           **Forfeited Shares. **If Restricted Shares, PerformanceShares or Shares issued upon the exercise of Options are forfeited, then suchShares shall again become available for Awards under the Plan.  If Stock Units, Options or SARs are forfeitedor terminate for any other reason before being exercised, then thecorresponding Shares shall again become available for Awards under thePlan.  If Stock Units are settled, thenonly the number of Shares (if any) actually issued in settlement of such StockUnits shall reduce the number available under Section 4.1 and the balance shallagain become available for Awards under the Plan.  If SARs are exercised, then only the number ofShares (if any) actually issued in settlement of such SARs shall reduce thenumber available under Section 4.1 and the balance shall again become availablefor Awards under the Plan.  The foregoingnotwithstanding, the aggregate number of Shares that may be issued under thePlan 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 orcredited under the Plan shall not be applied against the number of RestrictedShares, 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. **OnlyEmployees who are common-law employees of the Company, a Parent or a Subsidiaryshall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combinedvoting power of all classes of outstanding stock of the Company or any of its Parentsor Subsidiaries shall not be eligible for the grant of an ISO unless therequirements set forth in section 422(c)(6) of the Code are satisfied.

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

**ARTICLE 6.          OPTIONS.**

6.1           **Stock OptionAgreement. **Each grant of anOption under the Plan shall be evidenced by a Stock Option Agreement betweenthe Optionee and the Company.  SuchOption shall be subject to all applicable terms of the Plan and may be subjectto any other terms that are not inconsistent with the Plan.  The Stock Option Agreement shall specifywhether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into underthe Plan need not be identical.  Optionsmay be granted in consideration of a

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

6.2           **Number of Shares. **Each Stock Option Agreement shallspecify the number of Shares subject to the Option and shall provide for theadjustment of such number in accordance with Article 13.  Options granted to any Optionee in a singlefiscal year of the Company shall not cover more than 200,000 Shares, exceptthat Options granted to a new Employee in the fiscal year of the Company inwhich his or her service as an Employee first commences shall not cover morethan 25,000 Shares.  The limitations setforth in the preceding sentence shall be subject to adjustment in accordancewith Article 13.

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

6.4           **Exercisability and Term.** Each Stock Option Agreement shall specify thedate or event when all or any installment of the Option is to becomeexercisable.  The Stock Option Agreementshall also specify the term of the Option; provided that the term of an ISOshall in no event exceed 10 years from the date of grant.  A Stock Option Agreement may provide foraccelerated exercisability in the event of the Optionee’s death, disability orretirement or other events and may provide for expiration prior to the end ofits term in the event of the termination of the Optionee’s service.  Options may be awarded in combination withSARs, and such an Award may provide that the Options will not be exercisableunless the related SARs are forfeited.

6.5           **Effect of Change inControl. **The Committee maydetermine, at the time of granting an Option or thereafter, that such Optionshall become exercisable as to all or part of the Shares subject to such Optionin 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 ofexercisability shall not occur without the Optionee’s written consent.

6.6           **Modification or Assumptionof Options. **Within thelimitations of the Plan, the Committee may modify, extend or assume outstanding

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options or may accept thecancellation of outstanding options (whether granted by the Company or byanother issuer) in return for the grant of new options for the same or adifferent number of shares and at the same or a different exercise price.  The foregoing notwithstanding, nomodification of an Option shall, without the consent of the Optionee, alter orimpair 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 Optionpreviously granted or (b) authorize an Optionee to elect to cash out an Optionpreviously granted, in either case at such time and based upon such terms andconditions as the Committee shall establish.

**ARTICLE 7.          PAYMENTFOR OPTION****SHARES.**

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

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

(b)           Inthe 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 isapplicable, 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 theOptionee.  Such Shares shall be valued attheir Fair Market Value on the date when the new Shares are purchased under thePlan.  The Optionee shall not surrender,or attest to the ownership of, Shares in payment of the Exercise Price if suchaction would cause the Company to recognize compensation expense (or additionalcompensation expense) with respect to the Option for financial reportingpurposes.

7.3           **Exercise/Sale.** To the extent that this Section 7.3 isapplicable, all or any part of the Exercise Price and any withholding taxes maybe paid by delivering (on a form prescribed by the Company) an irrevocabledirection to a securities broker approved by the Company to sell all or part ofthe Shares being

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

7.4           **Exercise/Pledge. **To the extent that this Section7.4 is applicable, all or any part of the Exercise Price and any withholdingtaxes may be paid by delivering (on a form prescribed by the Company) anirrevocable direction to pledge all or part of the Shares being purchased underthe Plan to a securities broker or lender approved by the Company, as securityfor a loan, and to deliver all or part of the loan proceeds to the Company.

7.5           **Promissory Note. **To the extent that this Section7.5 is applicable, all or any part of the Exercise Price and any withholdingtaxes may be paid by delivering (on a form prescribed by the Company) afull-recourse promissory note.

7.6           **Other Forms ofPayment. **To the extent thatthis Section 7.6 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid in any other form that is consistent withapplicable laws, regulations and rules.

**ARTICLE 8.****                             AUTOMATICOPTION GRANTS TO OUTSIDE DIRECTORS.**

**[Deleted]**

**ARTICLE 9.**          **STOCK APPRECIATION****RIGHTS.**

9.1           **SAR Agreement.**  Each grant of an SAR under the Plan shall beevidenced by an SAR Agreement between the Optionee and the Company.  Such SAR shall be subject to all applicableterms of the Plan and may be subject to any other terms that are notinconsistent with the Plan.  Theprovisions of the various SAR Agreements entered into under the Plan need notbe identical.  SARs may be granted inconsideration of a reduction in the Optionee’s other compensation.

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

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

9.4           **Exercisability andTerm. **Each SAR Agreementshall specify the date when all or any installment of the SAR is to becomeexercisable.  The SAR Agreement shallalso specify the term of the SAR.  An SARAgreement may provide for accelerated exercisability in the event of theOptionee’s death, disability or retirement or other events and may provide forexpiration prior to the end of its term in the event of the termination of theOptionee’s service.  SARs may be awardedin combination with Options, and such an Award may provide that the SARs willnot be exercisable unless the related Options are forfeited.  An SAR may be included in an ISO only at thetime of grant but may be included in an NSO at the time of grant or thereafter.  An SAR granted under the Plan may providethat it will be exercisable only in the event of a Change in Control.

9.5           **Effect of Change inControl. **The Committee maydetermine, at the time of granting an SAR or thereafter, that such SAR shallbecome fully exercisable as to all Shares subject to such SAR in the event thata Change in Control occurs with respect to the Company.

9.6           **Exercise of SARs. **Upon exercise of an SAR, theOptionee (or any person having the right to exercise the SAR after his or herdeath) shall receive from the Company (a) Shares, (b) cash or (c) acombination of Shares and cash, as the Committee shall determine.  The amount of cash and/or the Fair MarketValue of Shares received upon exercise of SARs shall, in the aggregate, be equalto the amount by which the Fair Market Value (on the date of surrender) of theShares subject to the SARs exceeds the Exercise Price.  If, on the date when an SAR expires, theExercise Price under such SAR is less than the Fair Market Value on such datebut any portion of such SAR has not been exercised or surrendered, then suchSAR shall automatically be deemed to be exercised as of such date with respectto such portion.

9.7           **Modification or Assumptionof SARs. **Within thelimitations of the Plan, the Committee may modify, extend or assume outstandingSARs or may accept the cancellation of outstanding SARs (whether granted by theCompany or by another issuer) in return for the grant of new SARs for the sameor a different number of shares and at the same or a different exerciseprice.  The foregoing notwithstanding, nomodification of an SAR shall, without the consent of the Optionee, alter orimpair his or her rights or obligations under such SAR.

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**ARTICLE 10.       RESTRICTED SHARES.**

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

10.2         **Payment for Awards.** Restricted Shares may be sold or awarded underthe 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 notbe subject to vesting.  Vesting shalloccur, in full or in installments, upon satisfaction of the conditionsspecified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in theevent of the Participant’s death, disability or retirement or otherevents.  The Committee may determine, atthe time of granting Restricted Shares or thereafter, that all or part of suchRestricted Shares shall become vested in the event that a Change in Controloccurs with respect to the Company.

10.4         **Voting and DividendRights.** The holders ofRestricted Shares awarded under the Plan shall have the same voting, dividendand other rights as the Company’s other shareholders.  A Restricted Stock Agreement, however, mayrequire that the holders of Restricted Shares invest any cash dividendsreceived in additional Restricted Shares. Such additional Restricted Shares shall be subject to the sameconditions and restrictions as the Award with respect to which the dividends werepaid.

**ARTICLE 11.       STOCK UNITS.**

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

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

11.3         **Vesting Conditions. **Each Award of Stock Units may ormay not be subject to vesting.  Vestingshall occur, in full or in installments, upon satisfaction of the conditionsspecified in the Stock Unit Agreement.  AStock Unit Agreement may provide for accelerated vesting in the event of theParticipant’s death, disability or retirement or other events.  The Committee may determine, at the time ofgranting Stock Units or thereafter, that all or part of such Stock Units shallbecome vested in the event that a Change in Control occurs with respect to theCompany.

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

11.5         **Form and Time ofSettlement of Stock Units.** Settlement of vested Stock Units may be madein the form of (a) cash, (b) Shares or (c) any combination of both, asdetermined by the Committee.  The actualnumber of Stock Units eligible for settlement may be larger or smaller than thenumber included in the original Award, based on predetermined performancefactors.  Methods of converting StockUnits into cash may include (without limitation) a method based on the averageFair Market Value of Shares over a series of trading days.  Vested Stock Units may be settled in a lumpsum or in installments.  The distributionmay occur or commence when all vesting conditions applicable to the Stock Unitshave been satisfied or have lapsed, or it may be deferred to any later date.  The amount of a deferred distribution may be increasedby an interest factor or by dividend equivalents.  Until an Award of Stock Units is settled, thenumber of such Stock Units shall be subject to adjustment pursuant to Article13.

11.6         **Death of Recipient.** Any Stock Units Award that becomes payableafter the recipient’s death shall be distributed to the recipient’s beneficiaryor beneficiaries.  Each recipient of aStock Units Award under the Plan shall designate one or more beneficiaries forthis purpose by filing the prescribed form

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with the Company.  A beneficiary designation may be changed byfiling the prescribed form with the Company at any time before the Awardrecipient’s death.  If no beneficiary wasdesignated or if no designated beneficiary survives the Award recipient, thenany Stock Units Award that becomes payable after the recipient’s death shall bedistributed to the recipient’s estate.

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

**ARTICLE 12.       PERFORMANCE SHARES**

12.1         **Performance ShareAgreement**.  Each grant ofPerformance Shares under the Plan shall be evidenced by a Performance ShareAgreement between the Participant and the Company.  Such Performance Shares shall be subject toall applicable terms of the Plan and may be subject to any other terms that arenot inconsistent with the Plan.  Theprovisions of the various Performance Share Agreements entered into under thePlan need not be identical.

12.2         **Grant of PerformanceShares**.  Before the grant ofPerformance Shares, the Committee shall:

(a)           determineobjective performance goals, which may consist of any one or more of thefollowing goals deemed appropriate by the Committee: earnings (either in theaggregate or on a per-share basis), operating income, cash flow, includingEBITDA (earnings before interest, taxes, depreciation and amortization), returnon equity, per share rate of return on the Shares (including dividends),general indices relative to levels of general customer service satisfaction, asmeasured through various randomly-generated customer service surveys, marketshare (in one or more markets), customer retention rates, market penetrationrates, revenues, reductions in expense levels, and the attainment by the Sharesof a specified market value for a specified period of time, in each case whereapplicable to be determined either on a Company-wide basis or in respect of anyone or more business units, and the amount of compensation under the goalsapplicable to such grant;

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

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(c)           assigna “Performance Percentage” to each level of attainment of performance goalsduring the Performance Period, with the percentage applicable to minimumattainment being zero percent and the percentage applicable to maximumattainment to the determined by the Committee from time to time, but not inexcess of 250%.

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

12.4         **Terms of the Grant**.  When granted, Performance Shares may, butneed not, be identified with Shares subject to a specific Option, specificRestricted Shares, or specific SARs of the Participant granted under the Planin a number equal to or different from the number of the Performance Shares sogranted.  If Performance Shares are soidentified, then, unless otherwise provided in the applicable Award, theParticipant’s associated Performance Shares shall terminate upon (a) theexpiration, termination, forfeiture, or cancellation of the Option, RestrictedShares, or SARs with which the Performance Shares are identified, (b) theexercise of such Option or SARs, or (c) the date Restricted Shares becomenonforfeitable.

12.5         **Payment of PerformanceShares**.  Unless otherwiseprovided in the Performance Share Agreement, if the minimum performance goalsapplicable to such Performance Shares have been achieved during the applicablePerformance Period, then the Company shall pay to the Participant that numberof Shares equal to the product of:

(a)           thesum of (i) number of Performance Shares specified in the applicable Awardagreement and (ii) the number of Shares that would have been issuable if suchPerformance Shares had been Shares outstanding throughout the PerformancePeriod and the stock dividends, cash dividends (except as otherwise provided inthe Performance Share Agreement) and other property paid in respect of suchshares had been reinvested in additional Shares as of each dividend paymentdate,

multiplied by

(b)           thePerformance Percentage achieved during such Performance Period.

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

**ARTICLE 13.       PROTECTION AGAINST****DILUTION.**

13.1         **Adjustments.**  In the event of a subdivision of theoutstanding Shares, a declaration of a dividend payable in Shares, adeclaration of a dividend payable in a form other than Shares in an amount thathas a material effect on the price of Shares, a combination or consolidation ofthe outstanding Shares (by reclassification or otherwise) into a lesser numberof Shares, a recapitalization, a spin-off or a similar occurrence, theCommittee shall make such adjustments as it, in its sole discretion, deemsappropriate in one or more of:

(a)           Thenumber of Options, SARs, Restricted Shares, Performance Shares and Stock Unitsavailable for future Awards under Article 4;

(b)           Thelimitations set forth in Sections 6.2 and 9.2;

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

(d)           Thenumber of  Shares covered by eachoutstanding Option and SAR;

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

(f)            Thenumber of Stock Units included in any prior Award which has not yet beensettled.

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

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13.2         **Dissolution orLiquidation.** To the extentnot previously exercised or settled, Options, SARs and Stock Units shallterminate immediately prior to the dissolution or liquidation of the Company.

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

(a)           Thecontinuation of the outstanding Awards by the Company, if the Company is asurviving corporation;

(b)           Theassumption of the outstanding Awards by the surviving corporation or its parentor subsidiary;

(c)           Thesubstitution by the surviving corporation or its parent or subsidiary of itsown awards for the outstanding Awards;

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

(e)           Settlementof the full value of the outstanding Awards in cash or cash equivalentsfollowed by cancellation of such Awards.

**ARTICLE 14.       DEFERRAL OF AWARDS.**

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

(a)           Havecash that otherwise would be paid to such Participant as a result of theexercise of an SAR or the settlement of Stock Units credited to a deferredcompensation account established for such Participant by the Committee as anentry on the Company’s books;

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

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

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

A deferred compensationaccount established under this Article 14 may be credited with interest orother forms of investment return, as determined by the Committee.  A Participant for whom such an account isestablished shall have no rights other than those of a general creditor of theCompany.  Such an account shall representan unfunded and unsecured obligation of the Company and shall be subject to theterms and conditions of the applicable agreement between such Participant andthe Company.  If the deferral orconversion of Awards is permitted or required, the Committee (in its solediscretion) may establish rules, procedures and forms pertaining to suchAwards, including (without limitation) the settlement of deferred compensationaccounts established under this Article 14.

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**ARTICLE 15.       AWARDS UNDER OTHER PLANS.**

The Company maygrant awards under other plans or programs. Such awards may be settled in the form of Shares issued under thisPlan.  Such Shares shall be treated forall purposes under the Plan like Shares issued in settlement of Stock Units andshall, when issued, reduce the number of Shares available under Article 4.

**ARTICLE 16.       PAYMENTOF DIRECTOR’S FEES****IN SECURITIES.**

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

16.2         **Elections to Receive NSOs,Restricted Shares or****Stock Units.** An Outside Director may elect to receive hisor her annual retainer payments and/or meeting fees from the Company in theform 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 befiled 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 StockUnits to be granted to Outside Directors in lieu of annual retainers andmeeting fees that would otherwise be paid in cash shall be calculated in amanner determined by the Board.  Theterms of such NSOs, Restricted Shares or Stock Units shall also be determinedby the Board.

**ARTICLE 17.       LIMITATION ON RIGHTS.**

17.1         **Retention Rights. **Neither the Plan nor any Award grantedunder the Plan shall be deemed to give any individual a right to remain anEmployee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve theright to terminate the service of any Employee, Outside Director or Consultantat any time, with or without cause, subject to applicable laws, the Company’sarticles of incorporation and bylaws and a written employment agreement (ifany).

17.2         **Shareholders’ Rights. **A Participant shall have nodividend rights, voting rights or other rights as a shareholder with respect toany Shares

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covered by his or herAward 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 Sharesby filing any required notice of exercise and paying any required ExercisePrice.  No adjustment shall be made forcash 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 Plannotwithstanding, the obligation of the Company to issue Shares under the Planshall be subject to all applicable laws, rules and regulations and suchapproval 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 thesatisfaction of all legal requirements relating to the issuance of such  Shares, to their registration, qualificationor listing or to an exemption from registration, qualification or listing.

**ARTICLE 18.       WITHHOLDINGTAXES.**

18.1         **General. **To the extent required byapplicable federal, state, local or foreign law, a Participant or his or hersuccessor shall make arrangements satisfactory to the Company for thesatisfaction of any withholding tax obligations that arise in connection withthe Plan.  The Company shall not berequired to issue any Shares or make any cash payment under the Plan until suchobligations are satisfied.

18.2         **Share Withholding. **The Committee may permit aParticipant to satisfy all or part of his or her withholding or income taxobligations by having the Company withhold all or a portion of any Shares thatotherwise would be issued to his or her or by surrendering all or a portion of anyShares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date whentaxes 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 becomeeffective on January 31, 2000.  The Planshall remain in effect until it is terminated under Section 19.2, except thatno ISOs shall be granted on or after the 10th anniversary of the later of (a) the date whenthe Board adopted the Plan or (b) the date when the Board adopted the mostrecent increase in the number of Shares available under Article 4 which wasapproved by the Company’s shareholders.

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

**ARTICLE 20.       LIMITATIONON PARACHUTE****PAYMENTS.**

20.1         **Scope of Limitation.**  This Article 20 shall apply to an Award onlyif:

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

(b)           TheCommittee, at the time of making an Award under the Plan or at any timethereafter, specifies in writing that such Award shall be subject to thisArticle 20 (regardless of the after-tax value of such Award to theParticipant).

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

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

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20.3         **Reduction ofPayments. **If the Auditorsdetermine that any Payment would be nondeductible by the Company because ofSection 28OG of the Code, then the Company shall promptly give the Participantnotice to that effect and a copy of the detailed calculation thereof and of theReduced Amount, and the Participant may then elect, in his or her solediscretion, which and how much of the Payments shall be eliminated or reduced(as long as after such election the aggregate present value of the Paymentsequals the Reduced Amount) and shall advise the Company in writing of his orher election within 10 days of receipt of notice.  If no such election is made by theParticipant within such 10-day period, then the Company may elect which and howmuch of the Payments shall be eliminated or reduced (as long as after suchelection 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, presentvalue shall be determined in accordance with Section 28OG(d)(4) of theCode.  All determinations made by theAuditors under this Article 20 shall be binding upon the Company and theParticipant and shall be made within 60 days of the date when a Payment becomespayable or transferable.  As promptly aspracticable following such determination and the elections hereunder, theCompany shall pay or transfer to or for the benefit of the Participant suchamounts as are then due to him or her under the Plan and shall promptly pay ortransfer to or for the benefit of the Participant in the future such amounts asbecome due to him or her under the Plan.

20.4         **Overpayments andUnderpayments. **As a result ofuncertainty in the application of Section 28OG of the Code at the time of aninitial determination by the Auditors hereunder, it is possible that Paymentswill 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 couldhave been made (an “Underpayment”), consistent in each case with thecalculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion of a deficiencyby the Internal Revenue Service against the Company or the Participant that theAuditors believe has a high probability of success, determine that anOverpayment has been made, such Overpayment shall be treated for all purposesas a loan to the Participant which he or she shall repay to the Company,together with interest at the applicable federal rate provided in Section7872(f)(2) of the Code; provided, however, that no amount shall be payable bythe Participant to the Company if and to the extent that such payment would notreduce the amount subject to taxation under Section 4999 of the Code.  In the event that the Auditors determine thatan Underpayment has occurred, such Underpayment shall promptly be paid ortransferred by the Company to or for the benefit of the Participant, togetherwith interest at the applicable federal rate provided in Section 7872(f)(2) ofthe Code.

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

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**ARTICLE 21. EXECUTION.**

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