Exhibit
10.33  UNITED ONLINE, INC.  RESTRICTED STOCK UNIT
ISSUANCE AGREEMENT  RECITALS  A.The
Board has adopted the Plan for the purpose of retaining the services of
selected Employees and consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).  B.Participant
is to render valuable services to the Corporation (or a Parent or Subsidiary),
and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporations issuance of shares
of Common Stock to the Participant under the Stock Issuance Program.  C.All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix A.  NOW, THEREFORE,
it is hereby agreed as follows:  1.Grant of
Restricted Stock Units. 
The Corporation hereby awards to the Participant, as of the Award Date,
Restricted Stock Units under the Plan. Each Restricted Stock Unit represents
the right to receive one share of Common Stock on the date that unit vests in
accordance with the express provisions of this Agreement. The number of shares
of Common Stock subject to the awarded Restricted Stock Units, the applicable
vesting schedule for those shares, the dates on which those vested shares shall
become issuable to Participant and the remaining terms and conditions governing
the award (the Award) shall be as set forth in this Agreement.  AWARD SUMMARY  Award Date:
  
  <Award Date>Number of Shares
  Subject to Award:
  
  <# of Shares Awarded> shares of Common Stock
  (the Shares)Vesting Schedule:
  
  The Shares shall vest in a series of installments
  over the Participants continued Service as follows: (i) twenty-five
  percent (25%) of the Shares shall vest upon the Participants completion of
  one year of Service measured from the Award Date and (ii) the balance of
  the Shares shall vest in a series of twelve (12) successive equal quarterly
  installments upon the Participants completion of each successive three
  (3)-month period of Service over the thirty-six (36) month period measured
  from the first anniversary of the Award Date. Such schedule is hereby
  designated the Normal Vesting Schedule. However, one or more Shares may be
  subject to accelerated vesting in accordance with the provisions of Paragraph
  5 of this Agreement.


Issuance Schedule
  
  The Shares in which the
  Participant vests in accordance with the Normal Vesting Schedule shall be
  issued, subject to the Corporations collection of all applicable Withholding
  Taxes, on the applicable annual or quarterly vesting date specified for those
  Shares in such schedule or as soon thereafter as administratively
  practicable, but in no event later than the close of the calendar year in
  which such vesting date occurs or (if later) the fifteenth day of the third
  calendar month following such vesting date. The Shares which vest pursuant to
  Paragraph 5 of this Agreement shall be issued in accordance with the
  provisions of that paragraph. The applicable Withholding Taxes are to be
  collected pursuant to the procedures set forth in Paragraph 7 of this
  Agreement.  2.Limited
Transferability.  Prior to
actual receipt of the Shares which vest hereunder, the Participant may not
transfer any interest in the Award or the underlying Shares. Any Shares which
vest hereunder but which otherwise remain unissued at the time of the
Participants death may be transferred pursuant to the provisions of the
Participants will or the laws of inheritance or to the Participants
designated beneficiary or beneficiaries of this Award. The Participant may also
direct the Corporation to re-issue the stock certificates for any Shares which
in fact vest and become issuable under the Award during his or her lifetime to
one or more designated family members or a trust established for the
Participant and/or his or her family members. The Participant may make such a
beneficiary designation or certificate directive at any time by filing the
appropriate form with the Plan Administrator or its designee.  3.Cessation of
Service.  Except as otherwise
provided in Paragraph 5 below, should the Participant cease Service for any
reason prior to vesting in one or more Shares subject to this Award, then the
Award will be immediately cancelled with respect to those unvested Shares, and
the number of Restricted Stock Units will be reduced accordingly.  The Participant shall thereupon cease to have
any right or entitlement to receive any Shares under those cancelled units.  4.Stockholder Rights and Dividend Equivalents  (a)The
holder of this Award shall not have any stockholder rights, including voting or
dividend rights, with respect to the Shares subject to the Award until the
Participant becomes the record holder of those Shares upon their actual
issuance following the Corporations collection of the applicable Withholding
Taxes.  (b)Notwithstanding
the foregoing, should any dividend or other distribution, whether regular or
extraordinary and whether payable in cash, shares of Common Stock or other
property, be declared and paid on the outstanding Common Stock while one or
more Shares remain subject to this Award (i.e., those Shares are not otherwise
issued and outstanding for purposes of entitlement to the dividend or
distribution), then the following provisions shall govern the Participants
interest in that dividend or distribution:  (i)If
the dividend is a regularly-scheduled cash dividend on the Common Stock, then
the Participant shall be entitled to a current cash distribution from the
Corporation equal to the cash dividend the Participant would have received with
respect to the Shares at the time subject to this Award had those Shares
actually been issued and outstanding and entitled to that cash dividend. Each
cash dividend equivalent payment under this subparagraph (i) shall be paid
within five (5) business day following the payment of the actual cash
dividend on the outstanding Common Stock, subject to the Corporations
collection of all applicable federal, state and local income and employment
withholding taxes.  2


(ii)For
any other dividend or distribution, a special book account shall be established
for the Participant and credited with a phantom dividend equivalent to the
actual dividend or distribution which would have been paid on the Shares at the
time subject to this Award had they been issued and outstanding and entitled to
that dividend or distribution.  As the
Shares subsequently vest hereunder, the phantom dividend equivalents so
credited to those Shares in the book account shall also vest and shall be
distributed to the Participant (in the same form the actual dividend or
distribution was paid to the holders of the Common Stock entitled to that
dividend or distribution) concurrently with the issuance of the vested Shares
to which those phantom dividend equivalents relate.  However, each such distribution shall be
subject to the Corporations collection of the Withholding Taxes applicable to
that distribution.  5.Change of Control.  (a)Any
Restricted Stock Units subject to this Award at the time of a Change in Control
may be assumed by the successor entity or otherwise continued in full force and
effect or may be replaced with a cash incentive program of the successor entity
which preserves the Fair Market Value of the unvested shares of Common Stock
subject to the Award at the time of the Change in Control and provides for the
subsequent vesting and payout of that value in accordance with the same vesting
and issuance schedule that would
otherwise be in effect for those shares in the absence of such Change in
Control. In the event of such assumption or continuation of the Award or such
replacement of the Award with a cash incentive program, no accelerated vesting
of the Restricted Stock Units shall occur at the time of the Change in Control.  (b)In
the event the Award is assumed or otherwise continued in effect, the Restricted
Stock Units subject to the Award shall be adjusted immediately after the
consummation of the Change in Control so as to apply to the number and class of
securities into which the Shares subject to those units immediately prior to
the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that time.  To the extent the actual holders of the
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation (or parent
entity) may, in connection with the assumption or continuation of the
Restricted Stock Units subject to the Award at that time, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in the Change in Control
transaction, provided the substituted common stock is readily tradable on an
established U.S. securities exchange or market.  (c)Any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash incentive program
under Paragraph 5(a) shall be subject to accelerated vesting in accordance
with the following provisions:  ·If an Involuntary Termination of the
Participants Service occurs within twelve (12) months after the Change in
Control event, then the Participant shall immediately vest in an additional
number of Shares equal to the greater of (i) twenty-five
percent (25%) of the total number of Shares subject to the Award or (ii) the
additional number of Shares in which the Participant would have been vested at
the time of such Involuntary Termination if (A) he or she had completed an
additional period of Service equal in duration to the actual period of Service
completed by the Participant between the Award Date and the date of such
Involuntary Termination and (B) the Shares subject to this Award had
vested in forty-eight (48) successive equal monthly installments over the
duration of the Normal Vesting Schedule. 
In no event, however, shall the number of Shares which vest on such an
accelerated basis exceed the number of Shares unvested immediately prior to the
date of the Participants Involuntary Termination.  The  3


Shares that vest upon such Involuntary Termination shall be issued to
the Participant, subject to the Corporations collection of all applicable
Withholding Taxes, on the date of the Participants Separation of Service due
to such Involuntary Termination or as soon thereafter as administratively
practicable, but in no event later than the close of the calendar year in which
the date of such Separation from Service occurs or (if later) the fifteenth day
of the third calendar month following such date.  (d)If the Restricted Stock Units subject to this
Award at the time of the Change in Control are not assumed or otherwise
continued in effect or replaced with a cash incentive program in accordance
with Paragraph 5(a), then those units shall vest immediately prior to the
closing of the Change in Control. The Shares subject to those vested units
shall be converted into the right to receive the same consideration per share
of Common Stock payable to the other stockholders of the Corporation in
consummation of that Change in Control, and such consideration per Share shall
be distributed to Participant upon the tenth (10th) business day following the earliestto occur of (i) the
date that Share would have otherwise vested and been issued in accordance with
the Vesting and Issuance Schedules set forth in Paragraph 1, (ii) the date
of Participants Separation from Service or (iii) the first date following
the Change in Control on which the distribution can be made without
contravention of any applicable provisions of Code Section 409A. Such
distribution shall be subject to the Corporations collection of the applicable
Withholding Taxes pursuant to the provisions of Paragraph 7.  (e)This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.  6.Adjustment in
Shares.  Should any change
be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporations
receipt of consideration, appropriate adjustments shall be made to the total
number and/or class of securities issuable pursuant to this Award in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.  7.Issuance of
Shares of Common Stock.  (a)As soon as administratively practicable
following each date on which one or more Shares become issuable in accordance
with the provisions of this Agreement, the Corporation shall issue to or on
behalf of the Participant a certificate (which may be in electronic form) for
the shares of Common Stock which become issuable on that date, subject to the
Corporations collection of the applicable Withholding Taxes. Until such time
as the Corporation provides the Participant with notice to the contrary, the
Corporation shall collect the Withholding Taxes with respect to the issued
Shares through an automatic Share withholding procedure pursuant to which the
Corporation will withhold, immediately as the Shares are issued under this
Award, a portion of those Shares with a Fair Market Value (measured as of the
issuance date) equal to the amount of such Withholding Taxes (the Share
Withholding Method); provided, however,
that the amount of any Shares so withheld shall not exceed the amount necessary
to satisfy the Corporations required tax withholding obligations using the
minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to supplemental taxable income. Participant
shall be notified in writing in the event such Share Withholding Method is no
longer available.  (b)Should any Shares become issuable under the
Award at time the Share Withholding Method is not available, then the
Withholding Taxes shall be collected from the Participant through either of the
following alternatives:  4


·the
Participants delivery of his or her separate check payable to the Corporation
in the amount of such Withholding Taxes, or  ·the
use of the proceeds from a next-day sale of the Shares issued to the
Participant, provided and only if (i) such a sale is permissible under the
Corporations trading policies governing the sale of Common Stock, (ii) the
Participant makes an irrevocable commitment, on or before the issuance date for
those Shares, to effect such sale of the Shares and (iii) the transaction
is not otherwise deemed to constitute a prohibited loan under Section 402
of the Sarbanes-Oxley Act of 2002.  (c)Notwithstanding the foregoing provisions of
this Paragraph 7, the employee portion of the federal, state and local
employment taxes required to be withheld by the Corporation in connection with
the vesting of the Shares or any other amounts hereunder (the Employment Taxes)
shall in all events be collected from the Participant no later than the last
business day of the calendar year in which the Shares or other amounts vest
hereunder.  Accordingly, to the extent
the issuance date for one or more vested Shares or the distribution date for
such other amounts is to occur in a year subsequent to the calendar year in
which those Shares or other amounts vest hereunder, the Participant shall, on
or before the last business day of the calendar year in which the Shares or
other amounts vest, deliver to the Corporation a check payable to its order in
the dollar amount equal to the Employment Taxes required to be withheld with
respect to those Shares or other amounts. 
The provisions of this Paragraph 7(c) shall be applicable only to
the extent necessary to comply with the applicable tax withholding requirements
of Code Section 3121(v).  (d)Except
as otherwise provided in Paragraph 5 or Paragraph 7(a), the settlement of all
Restricted Stock Units which vest under the Award shall be made solely in
shares of Common Stock.  In no event,
however, shall any fractional shares be issued. 
Accordingly, the total number of shares of Common Stock to be issued at
the time the Award vests shall, to the extent necessary, be rounded down to the
next whole share in order to avoid the issuance of a fractional share.  8.Compliance with
Laws and Regulations.  The
issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Corporation and Participant with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange (or the Nasdaq National Market, if applicable) on which the Common
Stock may be listed for trading at the time of such issuance.  9.Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices, and directed to the attention of Stock Plan
Administrator.  Any notice required to be given or delivered to
Participant shall be in writing and addressed to Participant at the
address on record with the Corporation.  An email to the email address of
Participant on record with the Corporation shall be deemed to be written
notice.  All notices shall be deemed effective upon personal
delivery, upon sending of an email or upon deposit in the mail, postage
prepaid and properly addressed to the party to be notified.  10.Successors and
Assigns.  Except to the
extent otherwise provided in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and Participant, Participants assigns, the legal
representatives, heirs and legatees of Participants estate and any
beneficiaries of the Award designated by Participant.  5


11.Construction.  This Agreement and the Award evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by
and subject to the terms of the Plan. 
All decisions of the Plan Administrator with respect to any question or
issue arising under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in the Award.  12.Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that States conflict-of-laws rules.  13.Employment at
Will.  Nothing in this Agreement or in the Plan
shall confer upon Participant any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participants Service at any time for any reason, with or
without cause.  14.Deferred Issuance Date.  (a)Notwithstanding any provision to the contrary
in this Agreement, no Shares or other amounts which become issuable or
distributable by reason of Participants Separation from Service shall actually
be issued or distributed to Participant prior to the earlier
of (i) the first day of the seventh (7th) month following the date of such
Separation from Service or (ii) the date of Participants death, if
Participant is deemed at the time of such Separation from Service to be a
specified employee under Section 1.409A-1(i) of the Treasury
Regulations issued under Code Section 409A, as determined by the Plan
Administrator in accordance with consistent and uniform standards applied to
all other Code Section 409A arrangements of the Corporation, and such
delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2).  The deferred Shares or other distributable
amount shall be issued or distributed in a lump sum on the first day of the
seventh (7th) month following the date of Participants Separation from Service
or, if earlier, the first day of the month immediately following the date the
Corporation receives proof of Participants death.  (b)It is the intention of the parties that the
provisions of this Agreement comply with all applicable requirements of Section 409A
of the Code.  Accordingly, to the extent
there is any ambiguity as to whether one or more provisions of this Agreement
as so amended would otherwise contravene the applicable requirements or
limitations of Code Section 409A, then those provisions shall be
interpreted and applied in a manner that does not result in a violation of the
applicable requirements or limitations of Code Section 409A and the
applicable Treasury Regulations thereunder.  6


IN WITNESS WHEREOF,
the parties have executed this Agreement on the day and year first indicated
above.  UNITED ONLINE, INC.By:
  Mark R. GoldstonTitle:
  Chairman, Chief Executive Officer and PresidentPARTICIPANTName: <Participant Name>Signature: <Signed Electronically>Social Security No: <SSN>


APPENDIX ADEFINITIONS  The following
definitions shall be in effect under the Agreement:  A.Agreement
shall mean this Restricted Stock Unit Issuance Agreement.  B.Award
shall mean the award of restricted stock units made to the Participant pursuant
to the terms of this Agreement.  C.Award Date
shall mean the date the restricted stock units are awarded to Participant
pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the
Agreement.  D.Board
shall mean the Corporations Board of Directors.  E.Change in Control
shall mean a change in ownership or control of the Corporation effected through
any of the following transactions:  (i)a
merger or consolidation approved by the Corporations stockholders, unless
securities possessing more than fifty percent (50%) of the total combined
voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and
substantially in the same proportion, by the persons who beneficially owned the
Corporations outstanding voting securities immediately prior to such
transaction,  (ii)the
sale, transfer or other disposition of all or substantially all of the
Corporations assets  approved by the
Corporations stockholders,  (iii)the acquisition, directly or indirectly
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporations
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporations stockholders, or  (iv)a
change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at the time
the Board approved such election or nomination; provided, however, that solely for purposes of determining whether a
permissible Section 409A distribution can be made under Paragraph 5(d) in
connection with such Change in Control event, the period for measuring a change
in the composition of the Board shall be limited to a period of twelve (12)
consecutive months or less.  A-1


F.Code
shall mean the Internal Revenue Code of 1986, as amended.  G.Common Stock
shall mean shares of the Corporations common stock.  H.Corporation
shall mean United Online, Inc., a Delaware corporation, and any successor
corporation to all or substantially all of the assets or voting stock of United
Online, Inc. which shall by appropriate action adopt the Plan.  I.Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of performance.  J.Employer Group shall mean the Corporation and any other
corporation or business controlled by, controlling or under common control
with, the Corporation, as determined in accordance with Sections 414(b) and
(c) of the Code and the Treasury Regulations thereunder, except that in
applying Sections 1563(1), (2) and (3) for purposes of determining
the controlled group of corporations under Section 414(b), the phrase at
least 50 percent shall be used instead of at least 80 percent each place the
latter phrase appears in such sections, and in applying Section 1.414(c)-2
of the Treasury Regulations for purposes of determining trades or businesses
that are under common control for purposes of Section 414(c), the phrase at
least 50 percent shall be used instead of at least 80 percent each place the
latter phrase appears in Section  1.4.14(c)-2 of the Treasury Regulations.  K.Fair Market Value
per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:  (i)If
the Common Stock is at the time traded on the Nasdaq National Market, then the
Fair Market Value shall be the closing selling price per share of Common Stock,
as such price is reported by the National Association of Securities Dealers. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.  (ii)If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on
the date in question on the Stock Exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.  L.Involuntary Terminationshall mean
the termination of the Service of any individual which occurs by reason of:  (i)such
individuals involuntary dismissal or discharge by the Corporation (or any
Parent or Subsidiary) for reasons other than Misconduct, or  A-2


(ii)such
individuals voluntary resignation following (A) a material reduction in
the scope of his or her day-to-day responsibilities with the Corporation (or
any Parent or Subsidiary), it being understood that a change in such individuals
title shall not, in and of itself, be deemed a material reduction, (B) a
reduction in his or her base salary or (C) a relocation of such individuals
place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the Corporation (or any
Parent or Subsidiary) without the individuals consent.  M.Misconductshall mean the
commission of any act of fraud, embezzlement or dishonesty by the Optionee or
Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by such person adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner.  The foregoing definition
shall not in any way preclude or restrict the right of the Corporation (or any
Parent or Subsidiary) to discharge or dismiss the Participant or any other
person in the Service of the Corporation (or any Parent or Subsidiary) for any
other acts or omissions, but such other acts or omissions shall not be deemed,
for purposes of this Agreement, to constitute grounds for termination for
Misconduct.  N.1934 Act shall mean the Securities
Exchange Act of 1934, as amended from time to time.  O.Participant
shall mean the person to whom the Award is made pursuant to the Agreement.  P.Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.  Q.Plan
shall mean either the Corporations 2001 Stock Incentive Plan or the
Corporations 2001 Supplemental Stock Incentive Plan, as each such plan may be
amended and restated from time to time.  R.Plan
Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.  S.Separation from Service shall mean the Participants cessation
of  Employee status and shall be deemed
to occur at such time as the level of the Participants bona fide services as
an Employee (or as a consultant or other independent contractor) permanently
decreases to a level that is not more than twenty percent (20%) of the average
level of services the Participant rendered in Employee status during the
immediately preceding thirty-six (36) months (or such shorter period for which
the Participant  may have rendered such
service). Solely for purposes of determining when a Separation from Service
occurs, the Participant shall be deemed to continue in Employee status for so
long as he or she remains in the employ of one or more members of the Employer
Group, subject to the control and direction of the employer entity as to both
the work to be performed and the manner and method of performance.  Any such determination as to Separation from
Service, however, shall be made in accordance with the applicable standards of
the Treasury Regulations issued under Section 409A of the Code.  A-3


T.Service
shall mean the Participants performance of services for the Corporation (or
any Parent or Subsidiary) in the capacity of an Employee, a non-employee member
of the board of directors or a consultant or independent advisor. For purposes
of this Agreement, Participant shall be deemed to cease Service immediately
upon the occurrence of the either of the following events: (i) Participant
no longer performs services in any of the foregoing capacities for the
Corporation (or any Parent or Subsidiary) or (ii) the entity for which
Participant performs such services ceases to remain a Parent or Subsidiary of
the Corporation, even though Participant may subsequently continue to perform
services for that entity. Service shall not be deemed to cease during a period
of military leave, sick leave or other personal leave approved by the Corporation;
provided, however, that the following special provisions shall
be in effect for any such leave:  (i)Should the period of such leave (other than a
disability leave) exceed six (6) months, then Participant shall be deemed
to incur a Separation from Service upon the expiration of the initial six
(6)-month period of that leave, unless Participant retains a right to
re-employment under applicable law or by contract with the Corporation (or any
Parent or Subsidiary).  (ii)Should the period of a disability leave
exceed twenty-nine (29) months, then Participant shall be deemed to incur a
Separation from Service upon the expiration of the initial twenty-nine
(29)-month period of that leave, unless Participant retains a right to
re-employment under applicable law or by contract with the Corporation (or any
Parent or Subsidiary).   For such
purpose, a disability leave shall be a leave of absence due to any medically
determinable physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than six (6) months
and  causes Participant to be unable to
perform the duties of his position of employment with the Corporation (or any
Parent or Subsidiary) or any substantially similar position of employment.  (iii)Except to the extent otherwise required by
law or expressly authorized by the Plan Administrator or by the Corporations
written policy on leaves of absence, no Service credit shall be given for
vesting purposes for any period Participant is on a leave of absence.  U.Stock Exchange
shall mean the American Stock Exchange or the New York Stock Exchange.  V.Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.  W.Withholding Taxes
shall mean the federal, state and local income taxes and the employee portion
of the federal, state and local employment taxes required to be withheld by the
Corporation in connection with the issuance of the shares of Common Stock which
vest under of the Award and any phantom dividend equivalents distributed with
respect to those shares.  A-4