**EXHIBIT10.9**

**MENTOR CORPORATION**

**2005 LONG-TERM INCENTIVE PLAN**

**1.         PURPOSEOF PLAN**

**           **The purpose ofthis Mentor Corporation 2005 Long-Term Incentive Plan (this "**Plan**") of MentorCorporation, a             Minnesota corporation (the "**Corporation**"), is to promotethe success of the Corporation and to increase             shareholder value by providingan additional means through the grant of awards to attract, motivate, retainand             reward selected employees and other eligible persons.  This Plan amends andrestates the Corporation's            Amended 2000 Long-Term Incentive Plan.  The ShareLimit set forth in Section 4.2 applies to awards granted            under this Plan beforeand after this amendment and restatement of this Plan.  For purposes ofclarity, no             additional shares are added to the Share Limit as a result of thisamendment and restatement.

**2.         ELIGIBILITY**

**           **TheAdministrator (as such term is defined in Section 3.1) may grant awards underthis Plan only to those persons             that the Administrator determines to beEligible Persons.  An "**Eligible Person**" is any person who is either: (a)an             officer (whether or not a director) or employee of the Corporation or one ofits Subsidiaries; (b) a director of the             Corporation or one of its Subsidiaries;or (c) an individual consultant or advisor who renders or has rendered bona            fideservices (other than services in connection with the offering or sale ofsecurities of the Corporation or one of            its Subsidiaries in a capital-raisingtransaction or as a market maker or promoter of securities of the Corporation           or one of its Subsidiaries) to the Corporation or one of its Subsidiaries andwho is selected to participate in this             Plan by the Administrator; provided,however, that a person who is otherwise an Eligible Person under clause             (c)above may participate in this Plan only if such participation would notadversely affect either the Corporation's            eligibility to use Form S-8 toregister under the Securities Act of 1933, as amended (the "**Securities Act**"),the             offering and sale of shares issuable under this Plan by the Corporation orthe Corporation's compliance with any             other applicable laws.  An Eligible Person who has been granted an award (a "participant") may, if otherwise            eligible, be granted additional awards if the Administrator shall sodetermine.  As used herein, "**Subsidiary**"             means any corporation or otherentity a majority of whose outstanding voting stock or voting power isbeneficially            owned directly or indirectly by the Corporation; and "**Board**"means the Board of Directors of the Corporation.

**3.         PLANADMINISTRATION**

**           ****3.1   *****The Administrator***.  This Plan shall beadministered by and all awards under this Plan shall be authorized                     by theAdministrator.  The "**Administrator**" means the Board or one or morecommittees appointed                    by the Board or another committee (within its delegatedauthority) to administer all or certain aspects of this                    Plan.  Any suchcommittee shall be comprised solely of one or more directors or such number ofdirectors as                    may be required under applicable law.  A committee may delegatesome or all of its authority to another                     committee so constituted.  The Board ora committee comprised solely of directors may also delegate, to the                    extentpermitted by applicable law, to one or more officers of the Corporation, itspowers under this Plan (a)                    to designate the officers and employees of theCorporation and its Subsidiaries who will receive grants of                    awards under thisPlan, and (b) to determine the number of shares subject to, and the other termsand                     conditions of, such awards.  The Board may delegate different levels ofauthority to different committees                     with administrative and grant authority underthis Plan.  Unless otherwise provided in the Bylaws of the                     Corporation or the applicable charter of any Administrator: (a) a majority of the members of theacting                     Administrator shall constitute a quorum, and (b) the vote of a majorityof the members present assuming                     the presence of a quorum or the unanimouswritten consent of the members of the Administrator shall                    constitute action bythe acting Administrator.

                    With respect to awards intended to satisfy the requirementsfor performance-based compensation under                    Section 162(m) of the Internal RevenueCode of 1986, as amended (the "**Code**"), this Plan shall be                     administeredby a committee consisting solely of two or more outside directors (as this requirementis                    applied under Section 162(m) of the Code); provided, however, that thefailure to satisfy such                     requirement shall not affect the validity of the actionof any committee otherwise duly authorized and                     acting in the matter.  Awardgrants, and transactions in or involving awards, intended to be exempt     

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                    underRule 16b-3 under the Securities Exchange Act of 1934, as amended (the "**ExchangeAct**"),                     must be duly and timely authorized by the Board or a committee consisting solely of two or more                    non-employee directors (as this requirement isapplied under Rule 16b-3promulgated under the                     Exchange Act).  To the extent required by anyapplicable listing agency, this Plan shallbe                     administered by a committee composed entirely of independent directors(within the meaning of the                   applicable listing agency).

    **        3.2    *Powers of the Administrator***.  Subject tothe express provisions of this Plan, the Administrator is                    authorized andempowered to do all things necessary or desirable in connection with the                    authorization of awards and the administration of this Plan (in the case of acommittee or delegation                    to one or more officers, within the authority delegatedto that committee or person(s)), including,                     without limitation, the authorityto:

                    (a)    determine eligibilityand, from among those persons determined to be eligible, the particular                           Eligible Persons who will receive an award under this Plan;

                    (b)    grant awards to Eligible Persons,determine the price at which securities will be offered or                            awarded and thenumber of securities to be offered or awarded to any of such persons,                             determinethe other specific terms and conditions of such awards consistent with theexpress                            limits of this Plan, establish the installments (if any) in which suchawards shall become                            exercisable or shall vest (which may include, withoutlimitation, performance and/or time-based                            schedules), or determine that nodelayed exercisability or vesting is required, establish any                             applicableperformance targets, and establish the events of termination or reversion ofsuch                             awards;

                    (c)    approve the forms of award agreements (which neednot be identical either as to type of award or                            among participants);

                    (d)    construe and interpret this Plan andany agreements defining the rights and obligations of the                             Corporation, itsSubsidiaries, and participants under this Plan, further define the terms usedin                             this Plan, and prescribe, amend and rescind rules and regulations relatingto the administration                            of this Plan or the awards granted under this Plan;

                    (e)    cancel, modify, or waive the Corporation'srights with respect to, or modify, discontinue,                            suspend, or terminate any orall outstanding awards, subject to any required consent under                             Section 8.6.5;

                    (f)     accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding                            awards (in thecase of options, within the maximum ten-year term of such awards) in such                            circumstances as the Administrator may deem appropriate (including, withoutlimitation, in                             connection with a termination of employment or services or otherevents of a personal nature)                             subject to any required consent under Section8.6.5;

                    (g)    adjust the number of shares of Common Stock subject to anyaward, adjust the price of any or all                             outstanding awards or otherwise changepreviously imposed terms and conditions, in such                            circumstancesas theAdministrator may deem appropriate, in each case subject to Sections 4                            and 8.6,and provided that in no case (except due to an adjustment contemplated bySection 7                            or any repricing that may be approved by shareholders) shall such anadjustment constitute                             a repricing (by amendment, cancellation and regrant,exchange or other means) of the per                             share exercise price of any option;

                    (h)    determine the date of grant of anaward, which may be a designated date after but not before the                            date of theAdministrator's action (unless otherwise designated by the Administrator, thedate of                            grant of an awardshall be the date upon which the Administrator tookthe action granting an award);

     

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                   (i)     determine whether, and the extent to which,adjustments are required pursuant to Section 7 hereof                            and authorize thetermination, conversion, substitution or succession of awards upon the                           occurrence of an event of the type described in Section 7;

                    (j)     acquire or settle (subject to Sections 7 and8.6) rights under awards in cash, stock of equivalent                             value, or otherconsideration; and 

                    (k)    determine the fair market value of the CommonStock or awards under this Plan from time to time                            and/or the manner in whichsuch value will be determined.

**            3.3   *****BindingDeterminations***.  Any action taken by, or inaction of, the Corporation,any Subsidiary, or the                     Administrator relating or pursuant to this Plan andwithin its authority hereunder or under applicable law                     shall be within theabsolute discretion of that entity or body and shall be conclusive and bindingupon                     all persons.  Neither the Board nor any Board committee, nor any memberthereof or person acting at                     the direction thereof, shall be liable for any act,omission, interpretation, construction or determination                    made in good faith in connection with this Plan (or any award made under this Plan), and all suchpersons                    shall be entitled to indemnification and reimbursement by theCorporation in respect of any claim, loss,                     damage or expense (including,without limitation, attorneys' fees) arising or resulting therefrom to the                    fullest extent permitted by law and/or under any directors and officersliability insurance coverage that                     may be in effect from time to time. 

**            3.4  ***** Relianceon Experts***.  In making any determination or in taking or not takingany action under this Plan, the                     Board or a committee, as the case may be, mayobtain and may rely upon the advice of experts, including                    employees andprofessional advisors to the Corporation.  No director, officer or agent of theCorporation or                    anyof its Subsidiaries shall be liable for any such action ordetermination taken or made or omitted in                     good faith.

**            3.5  **** *Delegation***.  TheAdministrator may delegate ministerial, non-discretionary functions toindividuals who are                     officers or employees of the Corporation or any of itsSubsidiaries or to third parties.

**4.        SHARES OFCOMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS**

**            4.1   *****SharesAvailable***.  Subject to the provisions of Section 7.1, the capitalstock that may be delivered under                    this Plan shall be shares of theCorporation's authorized but unissued Common Stock and any shares of its                     CommonStock held as treasury shares.  For purposes of this Plan, "**Common Stock**"shall mean the                     common stock of the Corporation and such other securities orproperty as may become the subject of                     awards under this Plan, or may becomesubject to such awards, pursuant to an adjustment made under                     Section 7.1.

**            4.2    *****Share Limits***.  The maximum number of shares ofCommon Stock that may be delivered pursuant to awards                    granted to EligiblePersons under this Plan is 6,000,000 shares (the "**Share Limit**").  Thefollowing limits                    also apply with respect to awards granted under this Plan:

                    (a)    The maximum number of shares of Common Stockthat may be delivered pursuant to options qualified                            as incentive stock optionsgranted under this Plan is 6,000,000****shares.

                    (b)    The maximum number of shares of Common Stocksubject to options that are granted during any                             fiscal year to any individualunder this Plan is 500,000****shares.

                    (c)    The maximum number of shares of Common Stocksubject to all awards that are granted during any                            fiscal year to any individualunder this Plan is 500,000****shares.  This limit does not apply, however,to                            shares delivered in respect of compensation earned but deferred.

                    (d)    Additional limits with respect toPerformance-Based Awards are set forth in Section 5.2.3.

                    Each of theforegoing numerical limits is subject to adjustment as contemplated by Section4.3, Section 7.1,                    and Section 8.10.  

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            **4.3    *Awards Settled in Cash, Reissue of Awards and Shares***. To the extent that an award is settled in cash                    or a form other than shares of Common Stock, the shares that would have beendelivered had there been no                   such cash or other settlement shall not be counted against the shares availablefor issuance under this Plan.                   In the event that shares of Common Stock are delivered in respect of a dividendequivalent right, only the                    actual number of shares delivered with respect to the award shall be countedagainst the share limits of this                    Plan.  To the extent that shares of Common Stock are delivered pursuant tothe exercise of a stock option,                    the number of underlying shares as to which the exercise related shall becounted against the applicable                    share limits under Section 4.2, as opposed to only counting the shares actuallyissued.  Shares that are                    subject to or underlie awards which expire or for any reason are cancelled orterminated, are forfeited, fail to                    vest, or for any other reason are not paid or delivered under this Plan shallagain be available for subsequent                    awards under this Plan.  Refer to Section 8.10 for application of theforegoing share limits with respect to                    assumed awards.  The foregoing adjustments to the share limits of this Planare subject to any applicable                   limitations under Section 162(m) of the Code with respect to awards intended asperformance-based                    compensation thereunder.

           **4.4   *****Reservation of Shares; No Fractional Shares; MinimumIssue***.*** ***The Corporation shall at all times reserve                    a number ofshares of Common Stock sufficient to cover the Corporation's obligations andcontingent                     obligations to deliver shares with respect to awards thenoutstanding under this Plan (exclusive of any                     dividend equivalent obligationsto the extent the Corporation has the right to settle such rights in cash).                     Nofractional shares shall be delivered under this Plan.  The Administrator maypay cash in lieu of any                     fractional shares in settlements of awards under thisPlan.  No fewer than 100 shares may be purchased on                     exercise of any award (or,in the case of stock purchase rights, no fewer than 100 rights may be exercised                    at any one time) unless the total number purchased or exercised is the totalnumber at the time available                     for purchase or exercise under the award.

**5.        AWARDS**

**           5.1   *****Type and Form of Awards***.  TheAdministrator shall determine the type or types of award(s) to be made                   to each selected Eligible Person.  Awards may be granted singly, incombination or in tandem.  Awards                    also may be made in combination or in tandem with, in replacement of, asalternatives to, or as the                    payment form for grants or rights under any other employee or compensation planof the Corporation or                    one of its Subsidiaries.  The types of awards that may be granted underthis Plan are:

**                    5.1.1   *****StockOptions***.  Astock option is the grant of a right to purchase a specified number of sharesof                                 Common Stock during a specified period as determined by the Administrator. An option may be                                 intended as an incentive stock option within the meaning ofSection 422 of the Code (an "**ISO**") or                                 a nonqualified stock option (anoption not intended to be an ISO).  The award agreement for an                                 option willindicate if the option is intended as an ISO; otherwise it will be deemed to bea                                 nonqualified stock option.  The maximum term of each option (ISO ornonqualified) shall be ten (10)                                years.  The per share exercise price for eachoption shall be not less than 100% of the fair market                                 value of a share ofCommon Stock on the date of grant of the option, except in the case of a stock                                option granted retroactively in tandem with or as a substitution for anotheraward, the per share                                 exercise price may be no lower than the fair market valueof a share of Common Stock on the date                                 such other award was granted (to theextent consistent with Sections 422 and 424 of the Code in                                 the case of optionsintended as incentive stock options).  When an option is exercised, theexercise                                 price for the shares to be purchased shall be paid in full in cash orsuch other method permitted by                                 the Administrator consistent with Section 5.5.

**                    5.1.2   *****AdditionalRules Applicable to ISOs***.  To the extent that the aggregate fair market value                                (determined at the time of grant of the applicable option) of stock withrespect to which ISOs first                                 become exercisable by a participant in any calendaryear exceeds $100,000, taking into account both                                Common Stock subject to ISOsunder this Plan and stock subject to ISOs under all other plans of the                               Corporation or one of its Subsidiaries (or any parent or predecessorcorporation to the extent required                           

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                               by and within the meaning of Section 422 of the Code and the regulationspromulgated thereunder),                                 such options shall betreated as nonqualified stock options.  In reducing the number of optionstreated                                as ISOs to meet the $100,000 limit, the most recently granted optionsshall be reduced first.  To the                                extent a reduction of simultaneously grantedoptions is necessary to meet the $100,000 limit, the                                 Administrator may, in themanner and to the extent permitted by law, designate which shares of                                  CommonStock are to be treated as shares acquired pursuant to the exercise of an ISO.  ISOs may                                only be granted to employees of the Corporation or one of itssubsidiaries (for this purpose, the term                                 "subsidiary" is used as defined inSection 424(f) of the Code, which generally requires an unbroken                                 chain of ownershipof at least 50% of the total combined voting power of all classes of stock ofeach                                 subsidiary in the chain beginning with the Corporation and ending with thesubsidiary in question).                                 There shall be imposed in any award agreementrelating to ISOs such other terms and conditions                                 as from time to time arerequired in order that the option be an "incentive stock option" as that term                                is defined in Section 422 of the Code.  No ISO may be granted to any personwho, at the time the                                 option is granted, owns (or is deemed to own under Section424(d) of the Code) shares of                                 outstanding Common Stock possessing more than 10%of the total combined voting power of all                                 classes of stock of the Corporation,unless the exercise price of such option is at least 110% of                                 the fair marketvalue of the stock subject to the option and such option by its terms is not                                exercisable after the expiration of five years from the date such option isgranted.

**                    5.1.3   *****OtherAwards***.  Theother types of awards that may be granted under this Plan include: (a) stock                                bonuses, restricted stock, performance stock, stock units, phantom stock,dividend equivalents, or                                 similar rights to purchase or acquire shares, whetherat a fixed or variable price or ratio related to the                                Common Stock, upon thepassage of time, the occurrence of one or more events, or the satisfaction                                ofperformance criteria or other conditions, or any combination thereof;(b) any similar securities with                                a value derived from the value of orrelated to the Common Stock and/or returns thereon; or (c) cash                                 awards grantedconsistent with Section 5.2 below.

**           ****5.2  *****Section 162(m) Performance-Based Awards*.**  Withoutlimiting the generality of the foregoing, any of the                     types of awards listed inSection 5.1.3 above may be, and options granted with an exercise price not less                   than the fair market value of a share of Common Stock at the date of grant ("**QualifyingOptions**")                     typically will be, granted as awards intended to satisfy therequirements for "performance-based                     compensation" within the meaning of Section162(m) of the Code ("**Performance-Based Awards***"*).  The                    grant,vesting, exercisability or payment of Performance-Based Awards may depend (or,in the case of                     Qualifying Options, may also depend) on the degree ofachievement of one or more performance goals                     relative to a pre-establishedtargeted level or level using one or more of the Business Criteria set forth                    below (on an absolute or relative basis) for the Corporation on a consolidatedbasis or for one or more of                     the Corporation's subsidiaries, segments, divisionsor business units, or any combination of the foregoing.                    Any Qualifying Optionshall be subject only to the requirements of Sections 5.2.1 and 5.2.3 in orderfor                     such award to satisfy the requirements for "performance-based compensation"under Section 162(m) of the                    Code.  Any other Performance-Based Award shall besubject to all of the following provisions of this                     Section 5.2.

**                    5.2.1   ***** Class;Administrator*. **The eligible classof persons for Performance-Based Awards under this                                Section 5.2 shall beofficers and employees of the Corporation or one of its Subsidiaries.  The                                Administrator approving Performance-Based Awards or making any certificationrequired pursuant                                to Section 5.2.4 must be constituted as provided in Section3.1 for awards that are intended as                                performance-based compensation underSection 162(m) of the Code.

**                    5.2.2   ***** PerformanceGoals*. **The specific performance goals forPerformance-Based Awards (other than                                 Qualifying Options) shall be, on anabsolute or relative basis, established based on one or more                                 of the followingbusiness criteria ("**BusinessCriteria**") asselected by the Administrator in its sole                                 discretion:  earnings per share, cashflow (which means cash and cash equivalents derived from                                either net cash flowfrom operations or net cash flow from operations, financing and investing                                 activities), total shareholder return, gross revenue, revenue growth, operatingincome (before or                                 after taxes), net earnings (before or after interest, taxes,depreciation and/or amortization), return                                on equity or on assets or on net investment, cost containment or reduction, or any combination                                thereof.  These terms are used as applied under generally accepted accounting principles or in                                the financial reporting of the Corporation or of its Subsidiaries.  To qualifyawards as  

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                                performance-based under Section 162(m), the applicable BusinessCriterion (or Business Criteria,                                as the case may be) and specific performancegoal or goals ("targets") must be established and                                approved by the Administratorduring the first 90 days of the performance period (and, in the case                                ofperformance periods of less than one year, in no event after 25% or more of theperformance                                 period has elapsed) and while performance relating to such target(s) remains substantially                                uncertain within the meaning of Section 162(m)of the Code.  Performancetargets shall be                                 adjusted to mitigate the unbudgeted impact of material,unusual or nonrecurring gains and losses,                                 accounting changes or otherextraordinary events not foreseen at the time the targets were set                                 unless theAdministrator provides otherwise at the time of establishing the targets.  Theapplicable                                performance measurement period may not be less than three months normore than 10 years. 

**                    5.2.3    *****Formof Payment; Maximum Performance-Based Award*.**  Grants or awards under this                                Section 5.2 may be paidin cash or shares of Common Stock or any combination thereof.  Grants                                ofQualifying Options to any one participant in any one fiscal year shall besubject to the limit set                                 forth in Section 4.2(b).  The maximum number of sharesof Common Stock which may be delivered                                 pursuant to Performance-Based Awards(other than Qualifying Options and other than cash awards                                covered by thefollowing sentence) that are granted to any one participant in any one fiscalyear                                 shall not exceed 100,000****shares, either individually or in theaggregate, subject to adjustment as                                 provided in Section 7.1.  In addition, the aggregate amount of compensation to be paid to any one                                participant in respectof all Performance-Based Awards payable only in cash and not related to                                 sharesof Common Stock and granted to that participant in any one fiscal year shallnot exceed                                 $1,000,000.  Awards that are cancelled during the year shall be counted against these limits to the                                extent permitted by Section 162(m) of theCode.

**                    5.2.4    *****Certificationof Payment*. **Before anyPerformance-Based Award under this Section 5.2 (other than                                 Qualifying Options)is paid and to the extent required to qualify the award as performance-based                                compensation within the meaning of Section 162(m) of the Code, theAdministrator must certify in                                writing that the performance target(s) and anyother material terms of the Performance-Based Award                                 were in fact timelysatisfied.

**                    5.2.5   *****Reservationof Discretion*. **The Administratorwill have the discretion to determine the restrictions                                or other limitations ofthe individual awards granted under this Section 5.2 including the authority to                               reduce awards, payouts or vesting or to pay no awards, in its sole discretion,if the Administrator                                 preserves such authority at the time of grant by languageto this effect in its authorizing resolutions                                or otherwise.

**                    5.2.6    *****Expirationof Grant Authority*. **Asrequired pursuant to Section 162(m) of the Code and the                                 regulations promulgatedthereunder, the Administrator's authority to grant new awards that are                                 intendedto qualify as performance-based compensation within the meaning of Section162(m) of                                 the Code (other than Qualifying Options) shall terminate upon thefirst meeting of the Corporation's                                 shareholders that occurs in the fifth yearfollowing the year in which the Corporation's shareholders                                 first approve this restated Plan.

**            5.3   *****AwardAgreements***.  Each award shall be evidenced by a written award agreementin the form approved by                    the Administrator and executed on behalf of theCorporation and, if required by the Administrator, executed                     by the recipient ofthe award.  The Administrator may authorize any officer of the Corporation(other than the                     particular award recipient) to execute any or all awardagreements on behalf of the Corporation.  The award                    agreement shall set forththe material terms and conditions of the award as established by theAdministrator                    consistent with the express limitations of this Plan.****

**           5.4    *****Deferrals and Settlements***.  Payment ofawards may be in the form of cash, Common Stock, other awards                     or combinationsthereof as the Administrator shall determine, and with such restrictions as itmay impose.                      The Administrator may also require or permit participants to electto defer the issuance of shares or the                     settlement ofawards in cash under suchrules and procedures as it may establish under this Plan.  The                     Administrator may also provide that deferred settlements include the payment or crediting ofinterest or other                    earnings on the deferral amounts, or the payment or creditingof dividend equivalents where the deferred                     amounts are denominated in shares.** **

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**           ****5.5   *****Consideration for Common Stock or Awards***.  The purchaseprice for any award granted under this Plan                    or the Common Stock to be deliveredpursuant to an award, as applicable, may be paid by means of any                    lawful consideration as determined by the Administrator, including, withoutlimitation, one or a combination                     of the following methods:

                    •   services rendered by the recipient of such award;

                    •    cash, check payable to the order of the Corporation, or electronic fundstransfer;

                    •    notice and third party payment in such manner as may be authorized by theAdministrator;

                    •    the delivery of previously owned shares of Common Stock;

                    •   by a reduction in the number of shares otherwise deliverable pursuant tothe award; or

                    •    subject to such procedures as the Administrator may adopt, pursuant to a"cashless exercise" with a                          third party who provides financing for the purposesof (or who otherwise facilitates) the purchase or                          exercise of awards.

                    In no eventshall any shares newly-issued by the Corporation be issued for less than theminimum lawful                     consideration for such shares or for consideration other thanconsideration permitted by applicable state law.                      In the event that theAdministrator allows a participant to exercise an award by delivering shares ofCommon                     Stock previously owned by such participant and unless otherwiseexpressly provided by the Administrator,                     any shares delivered which wereinitially acquired by the participant from the Corporation (upon exercise of a                    stock option or otherwise) must have been owned by the participant at least sixmonths as of the date of                     delivery.  Shares of Common Stock used to satisfy theexercise price of an option shall be valued at their fair                     market value on thedate of exercise.  The Corporation will not be obligated to deliver any sharesunless and                     until it receives full payment of the exercise or purchase pricetherefore and any related withholding                     obligations under Section 8.5 and anyother conditions to exercise or purchase have been satisfied.  Unless                    otherwise expressly provided in the applicable award agreement, the Administrator may atany time eliminate                    or limit a participant's ability to pay the purchase orexercise price of any award or shares by any method                     other than cash payment tothe Corporation.

           **5.6   *****Definition of Fair Market Value***.  For purposesof this Plan, "fair market value" shall mean, unless otherwise                    determined orprovided by the Administrator in the circumstances, the closing price for ashare of Common                     Stock as reported on the composite tape for securities listedin the New York Stock Exchange                     (the "**Exchange**") for the date in questionor, if no sales of Common Stock were made on the Exchange on                     that date, the closingprice for a share of Common Stock as reported on said composite tape for thenext                     preceding day on which sales of Common Stock were made on the Exchange. The Administrator may,                     however, provide with respect to one or more awards thatthe fair market value shall equal the last closing                     price for a share of CommonStock as reported on the composite tape for securities listed on the Exchange                    available on the date in question or the average of the high and low tradingprices of a share of Common                     Stock as reported on the composite tape forsecurities listed on the Exchange for the date in question or the                    mostrecenttrading day.  If the Common Stock is no longer listed or is no longer activelytraded on the                     Exchange as of the applicable date, the fair market value of theCommon Stock shall be the value as                     reasonably determined by the Administratorfor purposes of the award in the circumstances.  The                    Administrator also mayadopt a different methodology for determining fair market value with respect toone                     or more awards if a different methodology is necessary or advisable tosecure any intended favorable tax,                     legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator                    may providethat fair market value for purposes of oneor more awards will be based on anaverage of                     closing prices (or the average of high and low daily trading prices) for a specified period preceding the                    relevant date).  

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**            5.7   *****Transfer Restrictions***.

**                    5.7.1   *****Limitationson Exercise and Transfer***.  Unless otherwise expressly provided in (or pursuant to)this                                Section 5.7, by applicable law and by the award agreement, as the same maybe amended, (a) all                                 awards are non-transferable and shall not be subject in anymanner to sale, transfer, anticipation,                                 alienation, assignment, pledge,encumbrance or charge; (b) awards shall be exercised only by the                                 participant;and (c) amounts payable or shares issuable pursuant to any award shall bedelivered                                 only to (or for the account of) the participant.

**                    5.7.2   *****Exceptions***.  The Administrator may permitawards to be exercised by and paid to, or otherwise                                 transferred to, other personsor entities pursuant to such conditions and procedures, including                                 limitationson subsequent transfers, as the Administrator may, in its sole discretion,establish in                                 writing.  Any permitted transfer shall be subject to compliancewith applicable federal and state                                 securities lawsand shall not be a transfer for value(other nominal consideration, settlement of                                marital property rights, or for interests in an entity in which more than fiftypercent of the voting                                interests are held by the Eligible Person or by the Eligible Person's familymembers).

**                    5.7.3   *****FurtherExceptions to Limits on Transfer***.  The exercise and transfer restrictions in                                Section 5.7.1shall not apply to: 

                                (a)    transfers to theCorporation,

                                (b)    the designation of abeneficiary to receive benefits in the event of the participant's death                                         or, ifthe participant has died, transfers to or exercise by the participant'sbeneficiary, or,                                         in the absence of a validly designated beneficiary, transfersby will or the laws of descent                                         and distribution, 

                                (c)    subject to any applicablelimitations on ISOs, transfers to a family member (or former family                                         member)pursuant to a domestic relations order if approved or ratified by theAdministrator,

                                (d)    if the participant hassuffered a disability, permitted transfers or exercises on behalf of the                                        participant by his or her legal representative, or

                                (e)    the authorization by theAdministrator of "cashless exercise" procedures with third parties                                         who providefinancing for the purpose of (or who otherwise facilitate) the exercise ofawards                                         consistent with applicable laws and the express authorization of theAdministrator.

**            5.8   *****International Awards***.  One or moreawards may be granted to Eligible Persons who provide services to the                   Corporation or one of its Subsidiaries outside of the United States.  Any awardsgranted to such persons                     may be granted pursuant to the terms and conditions ofany applicable sub-plans, if any, appended to this                     Plan and approved by theAdministrator.

**6.        EFFECT OFTERMINATION OF SERVICE ON AWARDS**

**           ****6.1   *****General***.  The Administrator shall establishthe effect of a termination of employment or service on the rights                     and benefitsunder each award under this Plan and in so doing may make distinctions basedupon, inter alia,                    the cause of termination and type of award.  If theparticipant is not an employee of the Corporation or one of                    its Subsidiariesand provides other services to the Corporation or one of its Subsidiaries, theAdministrator                     shallbe the sole judge for purposes of this Plan (unless a contractor the award otherwise provides) of                     whether the participant continues to renderservices to the Corporation or one of its Subsidiaries and the                    date, if any,upon which such services shall be deemed to have terminated.

** **

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**           6.2   *****Events Not Deemed Terminations of Service***.  Unless theexpress policy of the Corporation or one of its                     Subsidiaries, or theAdministrator, otherwise provides, the employment relationship shall not beconsidered                     terminated in the case of (a) sick leave, (b) military leave, or (c)any other leave of absence authorized by the                    Corporation or one of itsSubsidiaries, or the Administrator; provided that unless reemployment upon the                    expiration of such leave is guaranteed by contract or law, such leave is for aperiod of not more than 90 days.                    In the case of any employee of theCorporation or one of its Subsidiaries on an approved leave of absence,                    continued vesting of the award while on leave from the employ of theCorporation or one of its Subsidiaries                     may be suspended until the employee returnsto service, unless the Administrator otherwise provides or                     applicable lawotherwise requires.  In no event shall an award be exercised after theexpiration of the term                     set forth in the award agreement.

**            6.3    *****Effect of Change of Subsidiary Status***.  For purposesof this Plan and any award, if an entity ceases to                     be a Subsidiary of theCorporation a termination of employment or service shall be deemed to haveoccurred                     with respect to each Eligible Person in respect of such Subsidiary whodoes not continue as an Eligible                     Person in respect of another entity within theCorporation or another Subsidiary that continues as such                     after giving effect tothe transaction or other event giving rise to the change in status.

**7.        ADJUSTMENTS;ACCELERATION**

**            7.1  **** *Adjustments***.  Upon or incontemplation of: any reclassification, recapitalization, stock split(including a                     stock split in the form of a stock dividend) or reverse stocksplit ("stock split"); any merger, combination,                     consolidation, or otherreorganization; any spin-off, split-up, or similar extraordinary dividenddistribution in                     respect of the Common Stock (whether in the form of securitiesor property); any exchange of Common                     Stock or other securities of theCorporation, or any similar, unusual or extraordinary corporate transaction                     inrespect of the Common Stock; or a sale of all or substantially all the businessor assets of the                     Corporation as an entirety; then the Administrator shall, insuch manner, to such extent (if any) and at                     such time as it deems appropriateand equitable in the circumstances:

                    (a)   proportionately adjustany or all of (1) the number and type of shares of Common Stock (or other                            securities) that thereafter may be made the subject of awards (including thespecific share limits,                             maximums and numbers of shares set forth elsewhere inthis Plan), (2) the number, amount and type                            of shares of Common Stock (or othersecurities or property) subject to any or all outstanding awards,                             (3) thegrant, purchase, or exercise price of any or all outstanding awards, (4) thesecurities, cash or                             other property deliverable upon exercise or payment of anyoutstanding awards, or (5) (subject to                             Section 8.8.3(a)) the performancestandards applicable to any outstanding awards, or

                    (b)   make provision for acash payment or for the assumption, substitution or exchange of any or all                            outstanding share-based awards or the cash, securities or property deliverableto the holder of any or                             all outstanding share-based awards, based upon thedistribution or consideration payable to holders of                             the Common Stock upon or inrespect of such event.

                    TheAdministrator may adopt such valuation methodologies for outstanding awards asit deems reasonable                    in the event of a cash or property settlement and, in thecase of options, but without limitation on other                     methodologies, may base suchsettlement solely upon the excess if any of the per share amount payable                    uponor in respect of such event over the exercise price of the award.  With respectto any award of an ISO,                    the Administrator may make such an adjustment that causesthe option to cease to qualify as an ISO                     without the consent of the affectedparticipant.

                    In any ofsuch events, the Administrator may take such action prior to such event to theextent that the                     Administrator deems the action necessary to permit the participantto realize the benefits intended to be                     conveyed with respect to the underlyingshares in the same manner as is or will be available to shareholders                    generally.  In the case of any stock split or reverse stock split, if no actionis taken by the Administrator, the                    proportionate adjustments contemplated byclause (a) above shall nevertheless be made.

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**            7.2   *****Automatic Acceleration of Awards***.  Upon adissolution of the Corporation or other event described in                     Section 7.1 that theCorporation does not survive (or does not survive as a public company inrespect of its                     Common Stock), then each then-outstanding option shall becomefully vested,  all shares of restricted stock                     then outstanding shall fully vestfree of restrictions, and each other award granted under this Plan that is                     thenoutstanding shall become payable to the holder of such award; provided thatsuch acceleration provision                     shall not apply, unless otherwise expresslyprovided by the Administrator, with respect to any award to the                     extent that theAdministrator has made a provision for the substitution, assumption, exchangeor other                     continuation or settlement of the award, or the award would otherwisecontinue in accordance with its terms,                     in the circumstances.

**            7.3   *****Possible Acceleration of Awards***.  Without limitingSection 7.2, in the event of a Change in Control Event                     (as defined below), theAdministrator may, in its discretion, provide that any outstanding option shallbecome                     fully vested, that any share of restricted stock then outstanding shallfully vest free of restrictions, and that                    anyother award granted under this Plan that is then outstanding shall be payable tothe holder of such                    award. The Administrator may take such action with respect to all awards thenoutstanding or only with                     respect tocertain specific awards identified by the Administrator in the circumstances. For purposes of this                    Plan,"**Change in Control Event**" means any of the following:

                   (a)    The acquisition by any individual, entity or group (withinthe meaning of Section 13(d)(3) or 14(d)(2) of                           the Exchange Act (a "**Person**")) of beneficial ownership (within themeaning of Rule 13d-3 promulgated                            under the Exchange Act) of more than 20% of either (1) the then-outstandingshares of common stock                            of the Corporation (the "**Outstanding Company Common Stock**") or (2) thecombined voting power of                            the then-outstanding voting securities of the Corporation entitled to votegenerally in the election of                            directors (the "**Outstanding Company Voting Securities**"); provided,however, that, for purposes of                            this clause (a), the following acquisitions shall not constitute a Change inControl Event; (A) any                            acquisition directly from the Corporation, (B) any acquisition by theCorporation, (C) any acquisition by                           any employee benefit plan (or related trust) sponsored or maintained by theCorporation or any affiliate                            of the Corporation or a successor, or (D) any acquisition by any entity pursuantto a transaction that                            complies with Sections (c)(1), (2) and (3) below;

                    (b)    Individuals who, as of theEffective Date, constitute the Board (the "**Incumbent Board**") cease forany                            reason to constitute at least a majority of the Board; provided, however,that any individual becoming a                            director subsequent to the Effective Date whoseelection, or nomination for election by the Corporation's                            shareholders, wasapproved by a vote of at least two-thirds of the directors then comprising the                            Incumbent Board (including for these purposes, the new members whose electionor nomination was so                            approved, without counting the member and his predecessortwice) shall be considered as though such                             individual were a member of theIncumbent Board, but excluding, for this purpose, any such individual                             whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with                             respect to the election or removal of directors or otheractual or threatened solicitation of proxies or                             consents by or on behalf of aPerson other than the Board;

                 (c)    Consummation of a reorganization, merger, statutory shareexchange or consolidation or similar                           corporate transaction involving the Corporation or any of its Subsidiaries, asale or other disposition of                            all or substantially all of the assets of the Corporation, or the acquisition ofassets or stock of another                           entity by the Corporation or any of its Subsidiaries (each, a "**BusinessCombination**"), in each case                            unless, following such Business Combination, (1) all or substantially all of theindividuals and entities                            that were the beneficial owners of the Outstanding Company Common Stock and theOutstanding                            Company Voting Securities immediately prior to such Business Combinationbeneficially own, directly                            or indirectly, more than 60% of the then-outstanding shares of common stock andthe combined voting                            power of the then-outstanding voting securities entitled to vote generally inthe election of directors, as                            the case may be, of the entity resulting from such Business Combination(including, without limitation,                            an entity that, as a result of such transaction, owns the Corporation or all orsubstantially all of the  

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                           Corporation's assets directly or through one or more subsidiaries (a "**Parent**"))in substantially the same                           proportions as their ownership immediately prior to such Business Combination ofthe Outstanding                            Company Common Stock and the Outstanding Company Voting Securities, as the casemay be, (2) no                           Person (excluding any entity resulting from such Business Combination or aParent or any employee                            benefit plan (or related trust) of the Corporation or such entity resulting fromsuch Business                             Combinationor Parent) beneficially owns, directly or indirectly, more than 20% of,respectively, the                             then-outstandingshares of common stock of the entity resulting from such Business Combination or                            the combined votingpower of the then-outstanding voting securities of such entity, except to theextent                             that the ownershipin excess of 20% existed prior to the Business Combination, and (3) at least a                            majority of the membersof the board of directors or trustees of the entity resulting from such Business                           Combination or a Parentwere members of the Incumbent Board at the time of the execution of the                             initialagreement or of theaction of the Board providing for such Business Combination; or

                    (d)    Approval by the shareholdersof the Corporation of a complete liquidation or dissolution of the                             Corporationother than in the context of a transaction that does not constitute a Change inControl                             Event under clause (c) above.

**            7.4   *****Early Termination of Awards***.  Any awardthat has been accelerated as required or contemplated by                     Section 7.2 or 7.3 (orwould have been so accelerated but for Section 7.5, 7.6 or 7.7) shall terminateupon the                    related event referred to in Section 7.2 or 7.3, as applicable,subject to any provision that has been expressly                    made by the Administrator,through a plan of reorganization or otherwise, for the survival, substitution,                    assumption, exchange or other continuation or settlement of such award andprovided that, in the case of                     options that will not survive, be substitutedfor, assumed, exchanged, or otherwise continued or settled in the                     transaction,the holder of such award shall be given reasonable advance notice of theimpending termination                     and a reasonable opportunity to exercise his or heroutstanding options in accordance with their terms before                     the termination ofsuch awards (except that in no case shall more than ten days' notice ofaccelerated vesting                     and the impending termination be required and anyacceleration may be made contingent upon the actual                     occurrence of the event).

**            7.5   *****Other Acceleration Rules***.  Anyacceleration of awards pursuant to this Section 7 shall comply with                     applicablelegal requirements and, if necessary to accomplish the purposes of theacceleration or if the                     circumstances require, may be deemed by theAdministrator to occur a limited period of time not greater                    than 30 days before the event.  Without limiting the generality of the foregoing, the Administratormay deem                     an acceleration tooccur immediately prior to the applicable eventand/or reinstate the original terms of an                     award if an event giving rise to anacceleration does not occur.  The Administrator may override the                     provisions ofSection 7.2, 7.3, 7.4 and/or 7.6 by express provision in the award agreementand may accord                    any Eligible Person a right to refuse any acceleration, whetherpursuant to the award agreement or                     otherwise, in such circumstances as theAdministrator may approve.  The portion of any ISO accelerated in                    connectionwith a Change in Control Event or any other action permitted hereunder shallremain exercisable                    as an ISO only to the extent the applicable $100,000limitation on ISOs is not exceeded.  To the extent                     exceeded, the acceleratedportion of the option shall be exercisable as a nonqualified stock option under                    the Code.

**            7.6   *****Possible Rescission of Acceleration***.  If thevesting of an award has been accelerated expressly in                     anticipation of an eventor upon shareholder approval of an event and the Administrator later determinesthat                    the event will not occur, the Administrator may rescind the effect of theacceleration as to any then                     outstanding and unexercised or otherwise unvestedawards.

**            7.7   *****Golden Parachute Limitation***. Notwithstanding anything else contained in this Section 7 to the contrary,                     inno event shall an award be accelerated under this Plan to an extent or in amanner which would not be                     fully deductible by the Corporation or one of itsSubsidiaries for federal income tax purposes because of                     Section 280G of theCode, nor shall any payment hereunder be accelerated to the extent any portionof                     such accelerated payment would not be deductible by the Corporation or oneof its Subsidiaries because                     of Section 280G of the Code.  If a participantwould be entitled to benefits or payments hereunder and under                    any other plan orprogram that would constitute "parachute payments" as defined in Section 280Gof the                    Code, then the participant may by written notice to the Corporationdesignate the order in which such  

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                    parachute payments will be reduced ormodified so that the Corporation or one of its Subsidiaries is not                     deniedfederal income tax deductions for any "parachute payments" because of Section280G of the Code.                      Notwithstanding the foregoing, if a participant is a partyto an employment or other agreement with the                     Corporation or one of itsSubsidiaries, or is a participant in a severance program sponsored by the                    Corporation or one of its Subsidiaries, that contains express provisionsregarding Section 280G and/or                     Section 4999 of the Code (or any similar successor provision), the Section 280G and/or Section 4999                    provisions of suchemployment or other agreement or plan, as applicable, shall control as to anyawards                     held by that participant (for example, and without limitation, aparticipant may be a party to an employment                    agreement with the Corporation orone of its Subsidiaries that provides for a "gross-up" as opposed to a                    "cut-back" in the event that the Section 280G thresholds are reached orexceeded in connection with a                     change in control and, in such event, the Section280G and/or Section 4999 provisions of such employment                    agreement shall controlas to any awards held by that participant).

**8.        OTHERPROVISIONS**

**            8.1    *****Compliance with Laws***.  This Plan,the granting and vesting of awards under this Plan, the offer, issuance                     anddelivery of shares of Common Stock, the acceptance of promissory notes and/orthe payment of money                     under this Plan or under awards are subject to compliancewith all applicable federal and state laws, rules                     and regulations (includingbut not limited to state and federal securities law, federal marginrequirements)                     and to such approvals by any listing, regulatory or governmentalauthority as may, in the opinion of counsel                    for the Corporation, be necessaryor advisable in connection therewith.  The person acquiring any securities                   under this Plan will, if requested by the Corporation or one of itsSubsidiaries, provide such assurances and                     representations to the Corporation orone of its Subsidiaries as the Administrator may deem necessary or                     desirable toassure compliance with all applicable legal and accounting requirements.

**            8.2    *****No Rights to Award***.  No person shall have anyclaim or rights to be granted an award (or additional                     awards, as the case maybe) under this Plan, subject to any express contractual rights (set forth in a                    document other than this Plan) to the contrary.

**            8.3   *****No Employment/Service Contract***.  Nothingcontained in this Plan (or in any other documents under this                    Plan or in anyaward) shall confer upon any Eligible Person or other participant any right tocontinue in the                     employ or other service of the Corporation or one of its Subsidiaries,constitute any contract or agreement of                     employment or other service or affectan employee's status as an employee at will, nor shall interfere in any                     waywith the right of the Corporation or one of its Subsidiaries to change aperson's compensation or other                     benefits, or to terminate his or her employmentor other service, with or without cause.  Nothing in this                     Section 8.3, however,is intended to adversely affect any express independent right of such personunder a                     separate employment or service contract other than an award agreement.

**            8.4    *****Plan Not Funded***.  Awards payable under thisPlan shall be payable in shares or from the general assets                     of the Corporation,and no special or separate reserve, fund or deposit shall be made to assurepayment of                     such awards.  No participant, beneficiary or other person shall haveany right, title or interest in any fund or                     in any specific asset (includingshares of Common Stock, except as expressly otherwise provided) of the                    Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan                     (or of any related documents), nor thecreation or adoption of this Plan, nor any action taken pursuant to the                    provisions of this Plan shall create, or be construed to create, a trust of anykind or a fiduciary relationship                     between the Corporation or one of itsSubsidiaries and any participant, beneficiary or other person.  To the                     extentthat a participant, beneficiary or other person acquires a right to receivepayment pursuant to any                     award hereunder, such right shall be no greater thanthe right of any unsecured general creditor of the                     Corporation.

**           ****8.5    *Tax Withholding***.  Upon any exercise, vesting,or payment of any award or upon the disposition of shares                     of Common Stockacquired pursuant to the exercise of an ISO prior tosatisfaction of the holding period                     requirements of Section 422 of the Code, theCorporation or one of its Subsidiaries shall have the right at its                     option to:
                    (a)    require the participant(or the participant's personal representative or beneficiary, as the case maybe)                             to pay or provide for payment of at least the minimum amount of any taxeswhich the Corporation or                            one of its Subsidiaries may be required to withholdwith respect to such award event or payment; or
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                    (b)    deduct from any amountotherwise payable in cash to the participant (or the participant's personal                            representative or beneficiary, as the case may be) the minimum amount of anytaxes which the                             Corporation or one of its Subsidiaries may be required towithhold with respect to such cash payment.
                    In any case where a tax is requiredto be withheld in connection with the delivery of shares of Common                     Stock underthis Plan, the Administrator may in its sole discretion (subject to Section8.1) grant (either at                     the time of the award or thereafter) to the participantthe right to elect, pursuant to such rules and subject                    to such conditions asthe Administrator may establish, to have the Corporation reduce the number of                    shares to be delivered by (or otherwise reacquire) the appropriate number ofshares, valued in a consistent                     manner at their fair market value or at thesales price in accordance with authorized procedures for                     cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise,vesting                    or payment.  In no event shall the shares withheld exceed the minimumwhole number of shares required for                     tax withholding under applicable law.  TheCorporation may, with the Administrator's approval, accept one or                     morepromissory notes from any Eligible Person in connection with taxes required tobe withheld upon the                     exercise, vesting or payment of any award under this Plan;provided that any such note shall be subject to                     terms and conditionsestablished by the Administrator and the requirements of applicable law. 
**            8.6   *Effective Date, Termination and Suspension, Amendments***.

**                    8.6.1   *EffectiveDate***.  ThisPlan is effective as of July 25, 2005, the date ofits approval by the Board                                 (the "**Effective Date**").  This Plan shall besubmitted for and subject to shareholder approval no                                 later than twelve monthsafter the Effective Date.  Unless earlier terminated by the Board, this                                 Planshall terminate at the close of business on the day before the tenthanniversary of the                                 Effective Date.  After the termination of this Plan eitherupon such stated expiration date or its                                 earlier termination by the Board, noadditional awards may be granted under this Plan, but                                 previously granted awards(and the authority of the Administrator with respect thereto, including                                 theauthority to amend such awards) shall remain outstanding in accordance withtheir applicable                                terms and conditions and the terms and conditions of thisPlan.

**                    8.6.2   *BoardAuthorization***. The Board may, at any time, terminate or, from time to time, amend,                                 modify orsuspend this Plan, in whole or in part.  No awards may be granted during anyperiod                                 that the Board suspends this Plan.

**                    8.6.3   *ShareholderApproval***.  Tothe extent then required by applicable law or any applicable listing                                agency orrequired under Sections 162, 422 or 424 of the Code to preserve the intendedtax                                 consequences of this Plan, or deemed necessary or advisable by the Board,any amendment to                                 this Plan shall be subject to shareholder approval.

**                    8.6.4     *Amendmentsto Awards***. Without limiting any other express authority of the Administrator under                                 (butsubject to) the express limits of this Plan, the Administrator by agreement orresolution may                                 waive conditions of or limitations on awards to participantsthat the Administrator in the prior exercise                                of its discretion has imposed,without the consent of a participant, and (subject to the requirements                                 ofSections 3.2 and 8.6.5) may make other changes to the terms and conditions ofawards.  Any                                 amendment or other action that would constitute a repricing of anaward is subject to the limitations                                 set forth in Section 3.2(g).

**                    8.6.5     *Limitationson Amendments to Plan and Awards***.  No amendment, suspension or termination of                                this Plan or amendmentof any outstanding award agreement shall, without written consent of the                                participant, affect in any manner materially adverse to the participant anyrights or benefits of the                                 participant or obligations of the Corporation underany award granted under this Plan prior to the                                 effective date of such change. Changes, settlements and other actions contemplated by Section 7                                 shall not bedeemed to constitute changes or amendments for purposes of this Section 8.6.

**            8.7   *Privileges of Stock Ownership***.  Except asotherwise expressly authorized by the Administrator or this                    Plan, a participantshall not be entitled to any privilege of stock ownership as to any shares ofCommon                     Stock not actually delivered to and held of record by the participant. No adjustment will be made for                     dividends or other rights as a shareholder forwhich a record date is prior to such date of delivery.

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**            8.8   *****Governing Law; Construction; Severability***.

**                    8.8.1   *****Choiceof Law***.  ThisPlan, the awards, all documents evidencing awards and all other related                                documents shall be governed by, and construed in accordance with the laws ofthe State                                 of Minnesota.

**                    8.8.2    *****Severability***.  If a courtof competent jurisdiction holds any provision invalid and unenforceable,                                 theremaining provisions of this Plan shall continue in effect.

**                    8.8.3   *****PlanConstruction***.

                                (a)    Rule 16b-3.  Itis the intent of the Corporation that the awards and transactions permitted                                         byawards be interpreted in a manner that, in the case of participants who are ormay                                         be subject to Section 16 of the Exchange Act, qualify, to the maximumextent compatible                                         with the express terms of the award, for exemption frommatching liability under Rule 16b-3                                        promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall                                        have no liability to anyparticipant for Section 16 consequences of awards or events under                                         awards if anaward or event does not so qualify.

                            (b)    Section 162(m). Awards under Section 5.1.3 to persons described in Section 5.2 that are                                        eithergranted or become vested, exercisable or payable based on attainment of one or                                        more performance goals related to the Business Criteria, as well as QualifyingOptions                                         granted to persons described in Section 5.2, that are approved by acommittee composed                                         solely of two or more outside directors (as this requirementis applied under Section 162(m)                                         of the Code) shall be deemed to be intended asperformance-based compensation within                                         the meaning of Section 162(m) of the Codeunless such committee provides otherwise at                                         the time of grant of the award.  Itis the further intent of the Corporation that (to the extent                                         the Corporation orone of its Subsidiaries or awards under this Plan may be or become                                         subject tolimitations on deductibility under Section 162(m) of the Code) any such awards                                       and any other Performance-Based Awards under Section 5.2 that are granted to orheld                                        by a person subject to Section 162(m) will qualify as performance-basedcompensation                                         or otherwise be exempt from deductibility limitations underSection 162(m).

**            8.9  *****Captions***.  Captions and headings are given tothe sections and subsections of this Plan solely as a                     convenience to facilitatereference.  Such headings shall not be deemed in any way material or                     relevantto the construction or interpretation of this Plan or any provision thereof.

**            8.10 *****Stock-Based Awards in Substitution for Stock Options orAwards Granted by Other Corporation***.                    Awards may be granted to EligiblePersons in substitution for or in connection with an assumption of                     employeestock options, restricted stock or other stock-based awards granted by otherentities to                     persons who are or who will become Eligible Persons in respect ofthe Corporation or one of its                     Subsidiaries, in connection with a distribution,merger or other reorganization by or with the granting                     entity or an affiliatedentity, or the acquisition by the Corporation or one of its Subsidiaries,directly or                     indirectly, of all or a substantial part of the stock or assets ofthe employing entity.  The awards so                     granted need not comply with otherspecific terms of this Plan, provided the awards reflect only                     adjustmentsgiving effect to the assumption or substitution consistent with the conversionapplicable to                     the Common Stock in the transaction and any change in the issuerof the security.  Any shares that                     are delivered and any awards that are grantedby, or become obligations of, the Corporation, as a result                     of the assumption bythe Corporation of, or in substitution for, outstanding awards previouslygranted by                     an acquired company (or previously granted by a predecessor employer(or direct or indirect parent                     thereof) in the case of persons that becomeemployed by the Corporation or one of its Subsidiaries in                     connection with abusiness or asset acquisition or similar transaction) shall not be countedagainst the                     Share Limit or other limits on the number of shares available forissuance under this Plan.

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**            8.11 *****Non-Exclusivity of Plan***.  Nothing inthis Plan shall limit or be deemed to limit the authority of the                     Board or theAdministrator to grant awards or authorize any other compensation, with orwithout                     reference to the Common Stock, under any other plan or authority.

**            8.12 *****No Corporate Action Restriction***.  The existenceof this Plan, the award agreements and the awards                    granted hereunder shall notlimit, affect or restrict in any way the right or power of the Board or the                     shareholdersof the Corporation to make or authorize: (a) any adjustment, recapitalization,reorganization                    or other change in the capital structure or business of theCorporation or any Subsidiary, (b) any merger,                    amalgamation, consolidation orchange in the ownership of the Corporation or any Subsidiary, (c) any                     issue ofbonds, debentures, capital, preferred or prior preference stock ahead of oraffecting the capital                     stock (or the rights thereof) of the Corporation or any Subsidiary,(d) any dissolution or liquidation of the                     Corporation or any Subsidiary, (e)any sale or transfer of all or any part of the assets or business of the                    Corporation or any Subsidiary, or (f) any other corporate act or proceeding bythe Corporation or any                     Subsidiary.  No participant, beneficiary or any otherperson shall have any claim under any award or                     award agreement against anymember of the Board or the Administrator, or the Corporation or any                     employees,officers or agents of the Corporation or any Subsidiary, as a result of anysuch action.

**           8.13 *****Other Company Benefit and Compensation Programs***. Payments and other benefits received by a                    participant under an award made pursuant to this Plan shall not be deemed a partof a participant's                    compensation for purposes of the determination of benefits under any otheremployee welfare or benefit                    plans or arrangements, if any, provided by the Corporation or any Subsidiary,except where the                    Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be                   made in addition to, in combination with, as alternatives to or in payment ofgrants, awards or                    commitments under any other plans or arrangements of the Corporation or itsSubsidiaries.

 

**    **

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