</head>

<body lang=EN-US>



<p class=MsoNormal align=center style='text-align:center;text-autospace:none; margin-top:0; margin-bottom:0'><b>NORFOLK SOUTHERN CORPORATION</b></p>

<p class=MsoNormal align=center style='text-align:center;text-autospace:none; margin-top:0; margin-bottom:0'><b>LONG-TERM INCENTIVE PLAN</b></p>

<p class=MsoNormal align=center style='text-align:center;text-autospace:none; margin-top:0; margin-bottom:0'>AS AMENDED JANUARY 1,
2009</p>

<p class=MsoNormal style='text-autospace:none'><b> </b></p>

<p class=MsoNormal style='text-autospace:none'><b>Section 1.        PURPOSE</b></p>



<p class=MsoNormal style='text-autospace:none'>            The purpose of the Long-Term
Incentive Plan ("Plan"), as amended, is to promote the success of Norfolk
Southern Corporation (the "Corporation") and to provide an opportunity for
officers and other key employees of the Corporation and its Subsidiary
Companies (as hereinafter defined) to acquire or increase a proprietary
interest in the Corporation and thereby to provide an additional incentive to
officers and other key employees to devote their maximum efforts and skills to
the advancement, betterment, and prosperity of the Corporation and its
shareholders. The Plan provides for the grant of incentive stock options,
non-qualified stock options, stock appreciation rights, performance share
units, performance shares, shares of the Corporation's common stock (restricted
pursuant to the provisions of Section 9 of the Plan) and restricted stock
units, in accordance with the terms and conditions set forth below. The
Corporation intends that the Plan comply with the requirements of Internal
Revenue Code Section 162(m) and applicable treasury regulations thereunder and
intends that compensation paid under the Plan qualify as performance-based
compensation under Code Section 162(m). Notwithstanding the preceding sentence,
the Corporation reserves the right to pay compensation under the Plan that does
not qualify as performance-based compensation under Code Section 162(m), as
circumstances may warrant.  The Plan, as amended, is intended, and shall be
construed, to comply with the requirements of Code Section 409A.</p>



<p class=MsoNormal style='text-autospace:none'><b>Section 2.        DEFINITIONS</b></p>



<p class=MsoNormal style='text-autospace:none'>            The terms used herein shall have the
following meanings unless otherwise specified or unless a different meaning is
clearly required by the context:</p>



<table class=MsoTableGrid border=0 cellspacing=0 cellpadding=0
 style='border-collapse:collapse'>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Award</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Any one or more of the following: Incentive
  Stock Option; Non-qualified Stock Option; Stock Appreciation Right;
  Restricted Shares; Restricted Stock Units; Performance Share Units; and
  Performance Shares.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Beneficiary</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The person or persons designated in writing by
  the Participant as his Beneficiary in respect of Awards or, in the absence of
  such a designation or if the designated person or persons predecease the
  Participant, the person or persons who shall acquire the Participant's rights
  in respect of Awards by bequest or inheritance in accordance with the
  applicable laws of descent and distribution. In order to be effective, a
  Participant's designation of a Beneficiary must be on file with the
  Corporation before the Participant's death. Any such designation may be
  revoked and a new designation substituted for the revoked designation by the
  Participant at any time before his death without the consent of the
  previously designated Beneficiary.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Board of </p>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Directors</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The Board of Directors of the Corporation.</p>
  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'>Cash-Settled Stock
  Appreciation Rights</p>
	<p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Stock Appreciation Rights settled in cash.</p>
  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Code</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The Internal Revenue Code of 1986, as amended
  from time to time.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Committee</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The Compensation Committee or any other
  committee of the Board of Directors which is authorized to grant Awards under
  this Plan. The Committee must be composed solely of two or more outside
  directors, as defined under Code Section 162(m) and applicable regulations
  thereunder.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Common Stock</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The Common Stock of the Corporation.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Disability</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>A disability that has enabled the Participant
  to receive a disability benefit under the Long-Term Disability Plan of the
  Corporation or a long-term disability plan of a Subsidiary Company (whichever
  is applicable), as amended from time to time, for a period of at least three
  months.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Dividend </p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Equivalent</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>An amount equal to the regular quarterly
  dividend paid in accordance with the Corporation's normal dividend payment
  practice as may be determined by the Committee, in its sole discretion.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Executive Officers</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Officers designated by the Board of Directors
  as "Executive Officers" for purposes of Section 16 of the Securities Exchange
  Act of 1934.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Exercise Gain </p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Shares</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>With respect to a Stock Appreciation Right,
  all of the shares of Common Stock received upon exercise of the Stock
  Appreciation Right.  With respect to an Option, the portion of the shares of
  Common Stock received upon exercise of the Option equal to the excess of the
  Fair Market Value, as of the exercise date, over the Option price, multiplied
  by the number of shares purchased under the Option on the exercise date,
  divided by such Fair Market Value, and rounded down to the nearest whole
  number of shares.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Fair Market Value</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The value of Common Stock on a particular date
  as measured by the mean of the high and low prices at which it is traded on
  such date as reported in the Composite Transactions for such date by
  Bloomberg L.P., or its successor, on its internet-based service, or, if
  Common Stock was not traded on such date, on the next preceding day on which
  Common Stock was traded.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Incentive Stock Option</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>An Option that complies with the terms and
  conditions set forth in Section 422(b) of the Code and is designated by the
  Committee as an Incentive Stock Option.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Non-Qualified </p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Stock Option</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>An Option granted under the Plan other than an
  Incentive Stock Option.</p>
  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Option</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Any option to purchase Common Stock granted
  pursuant to the provisions of Section 6 or Section 7 of the Plan.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Optionee</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>A Participant who is the holder of an Option.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Participant</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Any officer or key employee of the Corporation
  or a Subsidiary Company selected by the Committee to participate in the Plan
  and any non-employee director of the Corporation.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Performance Cycle</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The period of time, designated by the Committee,
  over which Performance Shares may be earned.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Performance Criteria</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>One or more, or any combination, of the
  following business criteria, selected by the Committee, which may be applied
  on a corporate, department or division level: earnings measures (including
  net income, earnings per share, income from continuing operations, income
  before income taxes, income from railway operations); return measures
  (including net income divided by total assets, return on shareholder equity,
  return on average invested capital); cash flow measures (including operating
  cash flow and free cash flow); productivity measures (including total
  operating expense per thousand gross ton miles or revenue ton miles, total
  operating revenue per employee, total operating expense per employee, gross
  ton miles or revenue ton miles per employee, carloads per employee, revenue
  ton miles per mile of road operated, total operating expense per carload,
  revenue ton miles per carload, gross ton miles or revenue ton miles per train
  hour, percent of loaded-to-total car miles); fair market value of shares of
  the Corporation's Common Stock; revenue measures; expense measures; operating
  ratio measures); customer satisfaction measures; working capital measures;
  cost control measures; total shareholder return measures; and safety
  measures.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Performance  Criteria Weighting Percentage</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The percentage weighting accorded to each
  Performance Criterion (or each combination thereof) selected by the
  Committee. The total of the Performance Criteria Weighting Percentages for
  any type of Award shall equal one hundred percent (100%).</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Performance Goal</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The specific target set by the Committee for
  each selected Performance Criterion (or each combination thereof). A
  Performance Goal may be set solely with respect to the Corporation's
  performance, or as compared to the performance of a published or special
  index deemed applicable by the Committee, including but not limited to the
  Standard & Poor's 500 Stock Index or an index based on a group of
  comparative companies.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Performance   Shares</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Shares of Common Stock granted pursuant to
  Section 11 of the Plan, which may be made subject to the restrictions and
  other terms and conditions prescribed in Section 11 of the Plan.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'>Performance Share
  Units</p>
	<p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'> </p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Contingent rights to receive Performance
  Shares pursuant to Section 11 of the Plan.</p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Restricted Shares</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Shares of Common Stock granted pursuant to
  Section 9 of the Plan and subject to the restrictions and other terms and
  conditions set forth therein.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Restricted Stock Unit</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'>Contingent rights,
  granted pursuant to Section 10 of the Plan, to receive Restricted Stock Unit
  Shares or cash payment for the Fair Market Value of shares of Common Stock,
  subject to the restrictions and other conditions set forth herein. Each
  Restricted Stock Unit shall equal the Fair Market Value of one share of
  Common Stock.</p>
	<p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Restricted Stock Unit Shares</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Shares of Common Stock issued as payment for
  Restricted Stock Units pursuant to Section 10 of the Plan, which may be made
  subject to the restrictions and other terms and conditions prescribed in
  Section 10 of the Plan.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Restriction Period</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'>A period of time not
  less than thirty-six (36) nor more than sixty (60) months, to be determined
  within those limits by the Committee in its sole discretion, commencing on
  the date as of which Restricted Shares or Restricted Stock Units are granted,
  during which the restrictions imposed by paragraphs (b) and (c) of Section 9
  or paragraphs (b) and (c) of Section 10 of the Plan shall apply. The
  Committee shall determine whether to impose a Restriction Period and the
  length of the Restriction Period at the time that the Restricted Shares or
  Restricted Stock Units are granted. Such Restriction Period, if any, shall be
  incorporated in the Restricted Share Agreement or Restricted Stock Unit
  Agreement setting forth the grant. Under Sections 9 and 10 of this Plan, the
  Committee may, in its discretion, specify when the Award
  is granted
  that the Restriction Period shall expire upon the earlier achievement of
  Performance Goals.</p>
	<p class=MsoNormal style='page-break-after:avoid;text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none'>Retirement</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Retirement from the Corporation and all
  Subsidiary Companies pursuant to the provisions of the Retirement Plan of the
  Corporation or a retirement plan of a Subsidiary Company (whichever is
  applicable), as amended from time to time.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Share Retention Agreement</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>An agreement entered into pursuant to Section
  12 of the Plan.</p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Stock Appreciation Right</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>The right, granted pursuant to the provisions
  of Section 8 of the Plan, to receive Exercise Gain Shares or a cash payment
  equal to the excess, if any, of the Fair Market Value of Common Stock on the
  exercise date over the Fair Market Value of the Common Stock on the grant
  date, as specified in Section 8 of the Plan.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Stock-Settled Stock Appreciation Rights</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>

  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Stock Appreciation Rights paid out in Exercise
  Shares.</p>
	<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'> </p>
  </td>
 </tr>
 <tr>
  <td width=129 valign=top style='width:97.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>Subsidiary Company</p>
  </td>
  <td width=508 valign=top style='width:380.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'>A corporation of which at least fifty percent
  (50%) of the total combined voting power of all classes of stock entitled to
  vote is owned, directly or indirectly, by the Corporation.</p>
  </td>
 </tr>
</table>

<p class=MsoNormal style='text-autospace:none; margin-top:0; margin-bottom:0'><b> </b></p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 3.        ADMINISTRATION</b></p>



<p class=MsoNormal style='margin-bottom:6.0pt;page-break-after:avoid;
text-autospace:none'>            The
Plan shall be administered by the Committee, which, subject to the limitations
set forth herein, shall have the full and complete authority and sole
discretion, except as may be delegated to the Corporation's chief executive
officer as provided herein, from time to time to construe and interpret the
Plan; to select the officers, key employees and non-employee directors who
shall be granted Awards under the Plan; to determine the type, size, terms, and
conditions of the Award or Awards to be granted to each such Participant; to authorize
the grant of such Awards pursuant to the Plan; in connection with the merger or
consolidation of the Corporation (and subject to any applicable requirements of
Code Section 409A), to give a Participant an election to surrender an Award in
exchange for the grant of a new Award; to adopt, amend and rescind rules and
regulations relating to the Plan; and to make all other determinations and take
all other actions it may deem necessary or advisable for the implementation and
administration of the Plan. The Committee in its sole discretion may delegate
authority to the Corporation's chief executive officer to select the officers
and key employees who shall be granted Awards under the Plan (provided,
however, that only the Committee shall grant Awards to the chief executive
officer and Executive Officers); to determine the type, size, terms, and
conditions of the Award or Awards to be granted to each such Participant; and
to authorize the grant of such Awards pursuant to the Plan, in which case the
chief executive officer shall have the full and complete authority to act on
the Committee's behalf to the extent so delegated. The Committee, or the chief
executive officer to the extent as may be delegated by the Committee
(hereinafter, the term "Committee" shall include reference to the chief
executive officer to the extent of any such delegation), may authorize the
grant of more than one type of Award, and Awards subject to differing terms and
conditions, to any eligible Participant. The Committee's decision to authorize
the grant of an Award to a Participant at any time shall not require the
Committee to authorize the grant of an Award to that Participant at any other
time or to any other Participant at any time; nor shall its determination with
respect to the size, type, or terms and conditions of the Award to be granted
to a Participant at any time require it to authorize the grant of an Award of
the same type or size or with the same terms and conditions to that Participant
at any other time or to any other Participant at any time. The Committee shall
not be precluded from authorizing the grant of an Award to any eligible
Participant solely because the Participant previously may have been granted an
Award of any kind under the Plan. </p>

<p class=MsoNormal style='text-autospace:none'>            All determinations of the Committee
shall be by a majority of its members and shall be final, conclusive and
binding. Each member of the Committee, while serving as such, shall be
considered to be acting in his capacity as a director of the Corporation, and
no member of the Committee shall be liable for any action taken or decision
made in good faith with respect to the implementation or administration of the
Plan.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 4.        ELIGIBILITY</b></p>



<p class=MsoNormal style='text-autospace:none'>            To be eligible for selection by the
Committee to participate in the Plan, an individual must be a full-time
salaried officer or key employee of the Corporation, or of a Subsidiary
Company, and must reside in the United States or Canada, on the date on which
the Committee authorizes the grant to such individual of an Award. A
non-employee director shall be eligible to participate in the Plan if he or she
is a director of the Corporation and is not a full-time salaried employee of
the Corporation or a Subsidiary Company on the date on which the Committee
authorizes the grant of an Award to non-employee directors.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 5.        SHARES AVAILABLE</b></p>



<p class=MsoNormal style='text-autospace:none'>            Effective May 10, 2001, an
additional 30,000,000 shares of Common Stock were approved for issuance
pursuant to the Plan, and no more than 6,000,000 of such additional shares
could be awarded as Restricted Shares or Performance Shares. Subject to
approval of the Plan, as hereby amended, by the separate vote of the holders of
a majority of the shares of Common Stock present or represented and entitled to
vote at a meeting of the stockholders of the Corporation, at which a quorum for
the proposal is present, not more than 8,500,000 of the shares remaining
available for issuance under the Plan on the date of such approval may be
awarded as Restricted Shares, Performance Shares or Restricted Stock Unit
Shares. Such shares shall be provided from shares of Common Stock authorized
but not issued. Stock Appreciation Rights to be settled in shares of Common
Stock shall be counted in full against the number of shares available for award
under the Plan, regardless of the number of Exercise Gain Shares issued upon
settlement of the Stock Appreciation Right. Any shares of Common Stock which
were subject to an Option, a Performance Share Unit, or a Restricted Stock Unit
and which were not issued as Common Stock prior to the expiration of the Award
shall thereafter again be available for award under the Plan. Any shares of
Common Stock which were subject to a Stock Appreciation Right to be settled in
shares of Common Stock shall again be available for award under the Plan after expiration
or forfeiture of an Award. Upon the forfeiture of any Restricted Shares, the
forfeited shares of Common Stock shall thereafter be available for award under
the Plan. Notwithstanding any other provision to the contrary, no Participant
may be awarded a grant in any one year, which, when added to any other grant of
Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units
and Performance Share Units in the same year, shall exceed 1,500,000 shares of
Common Stock. If an Option is canceled, the canceled Option continues to count
against the maximum number of shares for which Options may be granted to a
Participant in any year. The settlement in cash of Restricted Stock Units,
Performance Share Units and Stock Appreciation Rights shall not be counted
against the total number of shares available under this Section 5 for issuance
under the Plan.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 6.        INCENTIVE STOCK OPTIONS</b></p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>(a)        <u>General</u> - The Committee may
authorize the grant of Incentive Stock Options subject to the terms and conditions
set forth in this Section 6. The grant of an Incentive Stock Option shall be
evidenced by a written Stock Option Agreement between the Corporation and the
Optionee, setting forth the number of shares of Common Stock subject to the
Incentive Stock Option evidenced thereby and the terms, conditions, and
restrictions applicable thereto. The issuance of shares of Common Stock
pursuant to an Incentive Stock Option also shall be subject to the provisions
of any Share Retention Agreement that may be required by the Committee under
Section 12 of the Plan.</p>

<p class=MsoNormal style='text-autospace:none'>                        Except for adjustments
pursuant to Section 15 of the Plan, the Option Price for any outstanding
Incentive Stock Option granted under the Plan may not be decreased after the
date the Option is granted, nor may an outstanding Option be modified or
replaced if the effect would be to reduce the Option Price, unless such
repricing, modification or replacement is approved by the vote of a majority of
the shares of Common Stock present or represented and entitled to vote at a
meeting of the stockholders of the Corporation at which a quorum is present.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(b)        <u>Option
Price</u> - The Committee shall determine the Option price for each share of
Common Stock purchased under an Option, but, subject to the provisions of Section
14 of the Plan, in no event shall the Option price be less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the date the
Option is granted.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(c)        <u>Duration
of Options</u> - The Committee shall fix the term or duration of Options,
provided that such term shall not exceed ten (10) years from the date the
Option is granted, and that such term shall be subject to earlier termination
pursuant to the provisions of paragraph (g) of this Section 6 or paragraph (e)
of Section 8 of the Plan.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(d)        <u>Non-Transferability
of Options</u> - Options are not transferable other than by will or the
applicable laws of descent and distribution following the death of the
Optionee. Options may be exercised during the lifetime of the Optionee only by
him, and following his death only by his Beneficiary.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>(e)        <u>Exercise
of Options</u> - The Committee shall determine the time or times at which
Options may be exercised; provided that such time or times shall not occur
before the latest of:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:1.0in;text-autospace:
none'>(i)  the
first anniversary of the date on which the Option was granted; and</p>

<p class=MsoNormal style='text-indent:1.0in;text-autospace:none'>(ii) the effectiveness
of any registration statement required to be filed under the Securities Act of
1933 for the registration of the Common Stock to be issued upon exercise of the
Option.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(f)        <u>Payment of
Option Price</u> - The purchase price of Common Stock upon exercise of an
Option shall be paid in full to the Corporation at the time of the exercise of
the Option in cash or, at the discretion of the Committee and subject to any
limitations or requirements that the Committee may adopt, by the surrender to
the Corporation of shares of previously acquired Common Stock, which have been
held by the Optionee for at least twelve (12) months and which shall be valued
at Fair Market Value on the date that the Option is exercised, or, at the
discretion of the Committee, by a combination of cash and such Common Stock.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>(g)        <u>Termination
of Options</u> - No Option shall be exercisable after it expires. Each Option
shall expire upon the earliest of:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:1.0in;text-autospace:
none'>(i) the
expiration of the term for which the Option was granted;</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:1.0in;text-autospace:
none'>(ii)  (A)
Except as otherwise provided by the Committee, in the case of an Optionee whose
employment with the Corporation or a Subsidiary Company is terminated due to
Retirement, Disability or death, the expiration of thirty-six (36) months after
such termination of employment, or</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:1.0in;text-autospace:
none'>      (B) in
the case of an Optionee whose employment with the Corporation or a Subsidiary
Company is terminated for any reason other than Retirement, Disability, or
death, at the close of business on the last day of active service by the
Optionee with the Corporation or a Subsidiary Company, or</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:1.0in;text-autospace:
none'>      (C) in
the case of an Optionee who is granted a leave of absence, if the Optionee's
employment with the Corporation or a Subsidiary Company terminates at any time
during or at the end of the leave of absence, at the close of business on the
last day of employment with the Corporation or a Subsidiary Company, or</p>

<p class=MsoNormal style='text-indent:1.0in;text-autospace:none'>(iii) in connection with
a merger or consolidation of the Corporation, with the Optionee's consent, the
grant of a new Award to replace the Option.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(h)        <u>Limitation
on Exercisability </u>- The aggregate Fair Market Value (determined as of the
time the Incentive Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options (granted on or after January 1, 1987) are
exercisable for the first time by the Optionee during any calendar year shall
not exceed $100,000, as adjusted under Code Section 422(d)(1) and corresponding
Treasury Regulations.</p>



<p class=MsoNormal style='text-autospace:none'><b>Section 7.        NON-QUALIFIED STOCK OPTIONS</b></p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>              The
Committee may authorize the grant of Non-Qualified Stock Options subject to the
terms and conditions specified in this Section 7. The grant of a Non-Qualified
Stock Option shall be evidenced by a written Non-Qualified Stock Option
Agreement between the Corporation and the Optionee, setting forth the number of
shares of Common Stock subject to the Non-Qualified Stock Option evidenced
thereby and the terms, conditions, and restrictions applicable thereto.
Non-Qualified Stock Options granted pursuant to the provisions of this Section
7 shall be subject to the terms, conditions, and restrictions set forth in
paragraphs (a) through (g) of Section 6 of the Plan. The limitations set forth
in paragraph (h) of Section 6 of the Plan shall not apply to Non-Qualified
Stock Options. The issuance of shares of Common Stock pursuant to a
Non-Qualified Stock Option also shall be subject to the provisions of any Share
Retention Agreement that may be required by the Committee under Section 12 of
the Plan.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 8.        STOCK APPRECIATION RIGHTS</b></p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>(a)        <u>General</u>
- The Committee may grant a Stock Appreciation Right to a Participant in
connection with an Option, or portion thereof, or on a stand alone basis, as
determined by the Committee, subject to the terms and conditions set forth in
this Section 8. If granted in connection with an Option, the Stock Appreciation
Right may be granted at the time of grant of the related Option and shall be
subject to the same terms and conditions as the related Option, except as this
Section 8 may otherwise provide. If granted in connection with an Option, the
Stock Appreciation Right shall be evidenced either by provisions in the Stock
Option Agreement evidencing the related Option or by a written Stock
Appreciation Right Agreement between the Corporation and the Optionee,
identifying the related Option, specifying the number of shares of Common Stock
subject thereto and setting forth the terms and conditions applicable to the
Stock Appreciation Right. If granted on a stand alone basis, the Stock
Appreciation Right shall be evidenced by provisions of a written Stock
Appreciation Right Agreement between the Corporation and the Participant. The
Committee may grant Cash-Settled Stock Appreciation Rights or Stock-Settled
Stock Appreciation Rights as shall be set forth in an Option Agreement or Stock
Appreciation Right Agreement. </p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>(b)        <u>Exercise</u>
- If granted in connection with an Option, a Stock Appreciation Right shall be
exercisable only at such time or times, to such extent, and by such persons, as
the Option to which it relates shall be exercisable. If granted on a stand
alone basis, a Stock Appreciation Right shall be exercisable only at such time
or times, to such extent, and by such persons, as shall be set forth in the
Stock Appreciation Right Agreement. </p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;page-break-after:
avoid;text-autospace:none'>            Stock
Appreciation Rights shall be subject to the following restrictions:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;page-break-after:
avoid;text-autospace:none'>            (i)
the Stock Appreciation Right may not be exercised before the expiration of one
(1) year from the date on which it was granted; provided, however, that this
subparagraph (i) shall not apply if the death or Disability of the Optionee
occurs within one (1) year after the grant of the Stock Appreciation Right;
and,</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>            (ii)
a Stock Appreciation Right granted in connection with an Incentive Stock Option
may not be exercised on any date on which the Fair Market Value of a share of
Common Stock is less than or equal to the Option price per share under the
related Incentive Stock Option.</p>

<p class=MsoNormal style='text-autospace:none'>                        A Stock Appreciation
Right shall be exercised by providing the Corporation with a written notice in
such form and containing such information (including the number of shares of
Common Stock with respect to which the Stock Appreciation Right is being
exercised) as the Committee may specify. If the Stock Appreciation Right was
granted in connection with an Option, the Participant must surrender the
related Option, or the portion thereof pertaining to the shares with respect to
which the Stock Appreciation Right is exercised, and the date on which the
Corporation receives such notice shall be the date on which the related Option,
or portion thereof, shall be deemed surrendered and the Stock Appreciation
Right shall be deemed exercised.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (c)        <u>Payment</u>
- Upon the proper exercise of a Stock-Settled Stock Appreciation Right granted
on a stand alone basis, a Participant shall be entitled to receive Exercise
Gain Shares equal to the number of shares of Common Stock that have an
aggregate Fair Market Value on the exercise date equal to the amount by which
the Fair Market Value of a share of Common Stock on the exercise date exceeds
the Fair Market Value of a share of Common Stock on the grant date, multiplied
by the number of Stock- Settled Stock Appreciation Rights surrendered in
connection with the exercise of the Stock Appreciation Right.</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        Upon
the proper exercise of a Stock-Settled Stock Appreciation Right granted in
connection with an Option, an Optionee shall be entitled to receive Exercise
Gain Shares equal to the number of shares of Common Stock that have an
aggregate Fair Market Value on the exercise date equal to the amount by which
the Fair Market Value of a share of Common Stock on the exercise date exceeds
the Option price per share of the related Option, multiplied by the number of
shares covered by the related Option, or portion thereof, surrendered in
connection with the exercise of the Stock Appreciation Right. The Exercise Gain
Shares shall be subject to the provisions of any Share Retention Agreement that
may be required by the Committee under Section 12 of the Plan.</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        Upon
the proper exercise of a Cash-Settled Stock Appreciation Right granted on a
stand alone basis, a Participant shall be entitled to receive cash equal to the
value of the number of shares of Common Stock that have an aggregate Fair
Market Value on the exercise date equal to the amount by which the Fair Market
Value of a share of Common Stock on the exercise date exceeds the Fair Market
Value on the grant date, multiplied by the number of Cash-Settled Stock
Appreciation Rights surrendered for settlement.</p>

<p class=MsoNormal style='text-autospace:none'>                        Upon the proper exercise
of a Cash-Settled Stock Appreciation Right granted in connection with an
Option, an Optionee shall be entitled to receive cash equal to the value of the
number of shares of Common Stock that have an aggregate Fair Market Value on
the exercise date equal to the amount by which the Fair Market Value of a share
of Common Stock on the exercise date exceeds the Option price per share of the
related Option, multiplied by the number of shares covered by the related
Option, or portion thereof, surrendered in connection with the exercise of the
Stock Appreciation Right.</p>



<p class=MsoNormal style='text-autospace:none'>            (d)        <u>Termination of Right</u>
- A Stock Appreciation Right granted in connection with an Option shall expire,
unless previously exercised or canceled, upon the expiration of an Option to
which it relates, or upon such time as may be set forth in a Stock Appreciation
Right Agreement. A Stock Appreciation Right granted on a stand alone basis
shall be subject to the termination provisions set forth in paragraph (g) of
Section 6 for Options and shall expire, unless previously exercised or
cancelled, at such time as may be set forth in a Stock Appreciation Right
Agreement.</p>



<p class=MsoNormal style='text-autospace:none'>            (e)        <u>Effect of Exercise</u>
- A Stock Appreciation Right shall be canceled when, and to the extent that, it
or a related Option is exercised, and an Option shall be canceled when, and to
the extent that, the Option is surrendered to the Corporation upon the exercise
of a related Stock Appreciation Right.</p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 9.         RESTRICTED
SHARES</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            (a)        <u>General</u>
- The Committee, in its sole discretion, may from time to time authorize the
grant of Restricted Shares to a Participant pursuant to a Restricted Share
Agreement. A certificate or certificates representing the number of Restricted
Shares granted shall be registered in the name of the Participant or held in
uncertificated form through a direct registration system or the number of
Restricted Shares shall be delivered by electronic delivery to a brokerage
account established for the Participant's benefit at a financial/brokerage firm
selected by the Corporation. Until the expiration of the Restriction Period or
the lapse of restrictions in the manner provided in paragraph (d) or paragraph
(e) of this Section 9, any certificate or certificates shall be held by the
Corporation for the account of the Participant, and any Restricted Shares held through
direct registration or in a brokerage account shall be blocked from sale or
transfer.  Until the expiration of the Restriction Period or the lapse of
restrictions in the manner provided in paragraph (d) or paragraph (e) of this
Section 9, the Participant shall have beneficial ownership of the Restricted
Shares, including the right to receive dividends on, and the right to vote, the
Restricted Shares.  Any dividends declared during the Restriction Period shall
be paid in cash on the date declared by the Board of Directors.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (b)        <u>Performance
Goal Requirement</u> - The Committee may determine, in its sole discretion,
that a Participant's entitlement to Restricted Shares shall be subject to
achievement of a specified Performance Goal or Goals during the Restriction
Period. If so, the Committee shall select the Performance Criterion or each
combination thereof, the Performance Goal for each Performance Criterion or
each combination thereof, and the Performance Criteria Weighting Percentage for
each Performance Criterion or each combination thereof within ninety (90) days
of the commencement of the Restriction Period. The Committee may also determine
that the Restriction Period shall expire upon achievement of established
Performance Goals prior to the established end of the Restriction Period. At
such time as the Committee certifies that the Performance Goals have been
achieved, the Committee shall authorize delivery of Restricted Shares (or such
percentage of the Restricted Shares as equal the Percentage of Performance
Goals that have been achieved) for which the Restriction Period has expired. If
the Restricted Shares are subject to the achievement of Performance Goals, such
Restricted Shares shall be forfeited to the extent Performance Goals are not
achieved<a name="OLE_LINK3"> before the established end of the Restriction
Period</a>.</p>

<p class=MsoNormal style='text-autospace:none'>                        For Restricted Share
subject to the achievement of Performance Goals, the Committee may review the
individual performance of any of the Corporation's Executive Officers and may,
at its discretion, reduce the number of Restricted Shares deliverable to any
such Executive Officer by between 0% and 100%, based on the individual's
performance. For Restricted Share not subject to the achievement of Performance
Goals, the Committee may review the individual performance of any of the
Corporation's Executive Officers and may, at its discretion, adjust the number
of Restricted Shares deliverable to any such Executive Officer by between 0%
and 125%, based on the individual's performance. The Corporation's chief
executive officer may review the individual performance of any Participant
other than an Executive Officer and may, at his discretion, adjust the number
of Restricted Shares deliverable to any such Participant by between 0% and
125%, based on the individual's performance.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (c)        <u>Restrictions</u>
- Until the expiration of the Restriction Period or the lapse of restrictions
in the manner provided in paragraph (d) or paragraph (e) of this Section 9,
Restricted Shares shall be subject to the following restrictions and any
additional restrictions that the Committee, in its sole discretion, may from
time to time deem desirable in furtherance of the objectives of the Plan:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (i)
the Participant shall not be entitled to receive the certificate or
certificates representing the Restricted Shares, or exercise any ownership over
any Restricted Shares held through direct registration or in a brokerage
account;</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (ii)
the Restricted Shares may not be sold, transferred, assigned, pledged,
conveyed, hypothecated, or otherwise disposed of; and</p>

<p class=MsoNormal style='text-autospace:none'>                        (iii) the Restricted
Shares may be forfeited as provided in paragraphs (b) or (e) of this Section 9,
subject to the provisions of paragraph (f) of this Section 9.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (d)        <u>Distribution
of Restricted Shares</u> - If a Participant to whom Restricted Shares have been
granted remains in the continuous employment of the Corporation or a Subsidiary
Company during the entire Restriction Period, upon the expiration of the
Restriction Period all restrictions applicable to the Restricted Shares shall
lapse.  When the restrictions applicable to the Restricted Shares lapse, either:
</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (i)
the certificate or certificates representing the shares of Common Stock that
were earned pursuant to paragraph (b) of this Section 9 shall be delivered to
the Participant or, </p>

<p class=MsoNormal style='text-autospace:none'>                        (ii) if the shares were
delivered by electronic delivery to a brokerage account established for the
Participant's benefit or by direct registration and held in uncertificated
form, the restrictions on the sale or transfer of or transfer any shares that
were earned pursuant to paragraph (b) of this Section 9 shall lapse.</p>



<p class=MsoNormal style='text-autospace:none'>            (e)        <u>Termination of
Employment</u> - If the employment of a Participant is terminated for any
reason other than the Retirement, Disability, or death of the Participant in
service before the expiration of the Restriction Period, the Restricted Shares
shall be forfeited immediately and all rights of the Participant with respect
to such shares shall terminate immediately without further obligation on the
part of the Corporation or any Subsidiary Company. If the Participant is
granted a leave of absence before the expiration of the Restriction Period, the
Participant shall not forfeit any rights with respect to any Restricted Shares
subject to the Restriction Period, unless the Participant's employment with the
Corporation or a Subsidiary Company terminates at any time during or at the end
of the leave of absence, at which time the shares shall be forfeited
immediately and all rights of the Participant with respect to such shares shall
terminate immediately without further obligation on the part of the Corporation
or any Subsidiary Company. If the Participant's employment is terminated by
reason of the Retirement, Disability, or death of the Participant in service
before the expiration of the Restriction Period and no Performance Goals have
been imposed, the restrictions on the Restricted Shares shall lapse upon the
expiration of the Restriction Period and delivery of the Restricted Shares
shall be made to the Participant, or the Participant's Beneficiary in the event
of the Participant's death, at the end of the Restriction Period or, if the
shares were delivered by electronic delivery to a brokerage account established
for the Participant's benefit or by direct registration and held in
uncertificated form, the restrictions on the sale or transfer of such shares
shall lapse upon the expiration of the Restriction Period.  If the Participant's
employment is terminated by reason of the Retirement, Disability, or death of
the Participant in service before the expiration of the Restriction Period and
Performance Goals have been imposed, the restrictions on the Restricted Shares
shall lapse upon the expiration of the Restriction Period and to the extent
that the Committee certifies that Performance Goals have been achieved and
delivery of the Restricted Shares shall be made to the Participant, or the
Participant's Beneficiary in the event of the Participant's death, in
accordance with paragraph (b) of this Section 9, as applicable or, if the
shares were delivered by electronic delivery to a brokerage account established
for the Participant's benefit or by direct registration and held in
uncertificated form, the restrictions on the sale or transfer of such shares
shall lapse upon the expiration of the Restriction Period to the extent that
the Committee certifies that Performance Goals have been achieved.</p>



<p class=MsoNormal style='text-autospace:none'>            (f)         <u>Waiver of
Restrictions</u> - The Committee, in its sole discretion, may waive any or all
restrictions with respect to Restricted Shares. Notwithstanding any waiver, any
delivery of Restricted Shares may not be made earlier than delivery would have
been made absent such waiver of restrictions.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 10.      RESTRICTED STOCK UNITS</b></p>



<p class=MsoNormal style='text-autospace:none'>            (a)        <u>General</u> - The
Committee, in its sole discretion, may from time to time authorize the grant of
Restricted Stock Units ("Units") to a Participant pursuant to Restricted Stock
Unit Agreement. Such Units shall be recorded in individual memorandum accounts
maintained by the Committee or its agent.  The grant of Restricted Stock Units
shall entitle the Participant to payment in Restricted Stock Unit Shares or
cash, as provided for in the Restricted Stock Unit Agreement. The Participant
shall have no beneficial ownership interest in the Common Stock represented by
the Units prior to expiration of the Restriction Period and achievement of any
Performance Goals. The Participant shall have no right to vote the Common Stock
represented by the Units or to receive dividends (except for any dividend equivalent
payments which may be awarded by the Committee in connection with such Units)
on the Common Stock represented by the Units. The grant of Units shall be
evidenced by a Restricted Stock Unit Agreement between the Corporation or
Subsidiary Company and the Participant, identifying the number of Units
awarded, and setting forth the terms and conditions applicable to the Units.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (b)        <u>Performance
Goal Requirement</u> - The Committee may determine, in its sole discretion,
that a Participant's entitlement to payment in cash or Restricted Stock Unit
Shares for Restricted Stock Units shall be subject to achievement of a
specified Performance Goal or Goals over the duration of the Restriction
Period. If so, the Award shall specify when it is granted that the Participant's
entitlement to payment is subject to the achievement of the Performance Goal or
Goals, and the Committee shall select the Performance Criterion or each
combination thereof, the Performance Goals for each Performance Criterion or
each combination thereof, and the Performance Criteria Weighting Percentage for
each Performance Criterion or each combination thereof within ninety (90) days
after the commencement of the Restriction Period. </p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-indent:.5in;text-autospace:
none'>            The
Committee may specify, when the Award is granted, that the Restriction Period
shall expire upon achievement of the established Performance Goals prior to the
established end of the Restriction Period. At that time, the Committee shall
certify in writing to what extent the Performance Goals have been achieved, and
shall authorize settlement of Units in cash or Restricted Stock Unit Shares. 
The Units shall be settled within two and one half months after the end of the
year in which the Performance Goals are achieved.  Such settlement shall be
based on the Fair Market Value on the date all applicable restrictions lapse
(or such percentage of the value of the Restricted Stock Units as equal the
percentage of Performance Goals that have been achieved) for which the
Restriction Period has expired.  If the settlement of Restricted Stock Units is
subject to the achievement of Performance Goals, such Restricted Stock Units
shall be forfeited to the extent Performance Goals are not achieved before the
established end of the Restriction Period. </p>

<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>            For
Restricted Stock Units subject to the achievement of Performance Goals, the
Committee may review the individual performance of any of the Corporation's
Executive Officers and may, at its discretion, reduce the cash settlement or
number of Restricted Stock Unit Shares delivered for the Restricted Stock Units
granted to any such Executive Officer by between 0% and 100%, based on the
individual's performance.  For Restricted Stock Units not subject to the
achievement of Performance Goals, the Committee may review the individual
performance of any of the Corporation's Executive Officers and may, at its
discretion, adjust the cash settlement or number of Restricted Stock Unit
Shares delivered for the Restricted Stock Units granted to any such Executive
Officer by between 0% and 125%, based on the individual's performance. The
Corporation's chief executive officer may review the individual performance of
any Participant other than an Executive Officer and may, at his discretion,
adjust the cash settlement or number of Restricted Stock Unit Shares delivered
for the Restricted Stock Units granted to any such Participant by between 0%
and 125%, based on the individual's performance.</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (c)        <u>Restrictions</u>
- Until the expiration of the Restriction Period or the lapse of restrictions
in the manner provided in paragraph (b), (d), (f), or (g) of this Section 10,
Units shall be subject to the following restrictions and any additional
restrictions that the Committee, in its sole discretion, may from time to time
deem desirable in furtherance of the objectives of the Plan:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (i)
the grant of Units to a Participant shall not entitle a Participant to receive
cash payment or Restricted Stock Unit Shares;</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (ii)
the Units may not be sold, transferred, assigned, pledged, conveyed,
hypothecated, or otherwise disposed of; and,</p>

<p class=MsoNormal style='text-autospace:none'>                        (iii) all or a portion
of the Units may be forfeited immediately as provided in paragraph (b) or (e)
of this Section 10, subject to the provisions of paragraph (f) of this Section
10.</p>

<p class=MsoNormal style='text-autospace:none'>            (d)        <u>Distribution of
Restricted Stock Units </u>- If a Participant to whom Units have been granted
remains in the continuous employment of the Corporation or a Subsidiary Company
during the entire Restriction Period, upon the expiration of the Restriction
Period all restrictions applicable to the Units shall lapse, and the Units
shall be settled in cash or in Restricted Stock Unit Shares, based on Fair
Market Value on the date all applicable restrictions lapse.  Settlement in cash
in a single sum or issuance of Restricted Stock Unit Shares shall be made within
thirty (30) days following the expiration of the Restriction Period.  The
Participant may not, directly or indirectly, designate the taxable year of the
settlement.</p>



<p class=MsoNormal style='text-autospace:none'>            (e)        <u>Termination of
Employment</u> - If the employment of a Participant is terminated for any
reason other than the Retirement, Disability, or death of the Participant in
service before the expiration of the Restriction Period, the Units shall be
forfeited immediately and all rights of the Participant with respect to such
Units shall terminate immediately without further obligation on the part of the
Corporation or any Subsidiary Company. If the Participant is granted a leave of
absence before the expiration of the Restriction Period, the Participant shall
not forfeit all rights with respect to any Units subject to the Restriction
Period, unless the Participant's employment with the Corporation or a
Subsidiary Company terminates at any time during or at the end of the leave of
absence, at which time all rights of the Participant with respect to such units
shall terminate immediately without further obligation on the part of the
Corporation or any Subsidiary Company. </p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (f)        <u>Retirement,
Disability or Death</u> - If the Participant's employment is terminated by
reason of the Retirement, Disability, or death of the Participant in service
before the expiration of the Restriction Period and no Performance Goals have
been imposed, the restrictions on the Restricted Stock Units shall lapse upon
the expiration of the Restriction Period and settlement of Restricted Stock
Units shall be made at the end of the Restriction Period to the Participant, or
his Beneficiary in the event of the Participant's death.  <a name="OLE_LINK2"></a><a
name="OLE_LINK1">Settlement of the Restricted Stock Units shall be made within
thirty (30) days following the expiration of the Restriction Period. The
Participant or Beneficiary may not, directly or indirectly, designate the
taxable year of the settlement.</a></p>

<p class=MsoNormal style='text-autospace:none'>                        If the Participant's
employment is terminated by reason of the Retirement, Disability, or death of
the Participant in service before the expiration of the Restriction Period and
Performance Goals have been imposed, the restrictions on the Restricted Stock
Units shall lapse if the Committee certifies that Performance Goals have been
achieved, and settlement of the Restricted Stock Units shall be made to the
Participant, or the Participant's Beneficiary in the event of the Participant's
death, in accordance with paragraph (b) or (g) of this Section 10, as
applicable.</p>



<p class=MsoNormal style='text-autospace:none'>            (g)        <u>Waiver of Restrictions</u>
- The Committee, in its sole discretion, may waive any or all restrictions with
respect to Units.  If no Performance Goals have been imposed, settlement of the
Units shall be made on the same settlement date that would have applied absent
the waiver of restrictions.  If Performance Goals have been imposed, settlement
of the Units shall be made within two and one half months after the end of the
year in which all restrictions are either waived or satisfied.     </p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 11.      PERFORMANCE SHARES</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            (a)        <u>General</u>
- The Committee, in its sole discretion, may from time to time authorize the
grant of Performance Share Units to a Participant. Performance Share Units
shall entitle the Participant to Performance Shares (or cash in lieu thereof)
upon the achievement of Performance Goals. The Committee shall select the
Performance Criteria, set the Performance Goals and assign Performance Criteria
Weighting Percentages to each Performance Criterion or each combination thereof
within ninety (90) days of the commencement of the Performance Cycle. After the
end of the Performance Cycle, the Committee shall certify in writing to what
extent the Performance Goals have been achieved.  The Committee shall thereafter
authorize the payment of (i) cash in lieu of Performance Shares (or such
percentage of the value of the Performance Shares as equal the percentage of
Performance Goals that have been achieved), or (ii) either (1) the issuance of
Performance Shares registered in the name of the Participant or (2) the electronic
delivery of Performance Shares to a brokerage account established for the
Participant's benefit at a financial/brokerage firm selected by the Corporation
(in either case equal to such percentage of the value of the Performance Shares
as equal the percentage of Performance Goals that have been achieved), subject
to the provisions of any Share Retention Agreement that may be required by the
Committee under Section 12 of the Plan, or (iii) both. Settlement in cash or
issuance of Performance Shares shall be made within two and one half months
after the end of the year in which the Performance Goals are achieved.  </p>



<p class=MsoNormal style='text-autospace:none'>            (b)        <u>Individual Performance
Reviews</u> - In addition, the Committee may review the individual performance
of any of the Corporation's Executive Officers and may, at its discretion,
reduce the cash settlement or number of Performance Shares deliverable to any
such Executive Officer by between 0% and 100%, based on the individual's
performance. The Corporation's chief executive officer may review the
individual performance of any Participant other than an Executive Officer and
may, at his discretion, adjust the cash settlement or number of Performance
Shares deliverable to any such Participant by between 0% and 125%, based on the
individual's performance.</p>



<p class=MsoNormal style='text-autospace:none'>            (c)        <u>Distribution or
Forfeiture of Performance Shares</u> - If the Participant's employment with the
Corporation or a Subsidiary Company is terminated before the end of a
Performance Cycle for any reason other than Retirement, Disability, or death,
the Participant shall forfeit all rights with respect to any Performance Shares
that were being earned during the Performance Cycle. If the Participant is
granted a leave of absence before the end of a Performance Cycle, the
Participant shall not forfeit all rights with respect to any Performance Shares
that were being earned during the Performance Cycle, unless the Participant's
employment with the Corporation or a Subsidiary Company terminates at any time
during or at the end of the leave of absence, at which time the Participant
shall forfeit all rights with respect to any Performance Shares that were being
earned during the Performance Cycle. If the Participant's employment is
terminated before the end of a Performance Cycle by reason of Retirement,
Disability, or death, the Participant's rights with respect to any Performance
Shares being earned during the Performance Cycle shall, subject to the other
provisions of this Section 11, continue as if the Participant's employment had
continued through the end of the Performance Cycle.</p>



<p class=MsoNormal style='text-autospace:none'><b>Section 12.      SHARE RETENTION AGREEMENTS</b></p>



<p class=MsoNormal style='text-autospace:none'>            (a)        <u>General</u> - The
Committee, in its sole discretion, may require as a condition of a grant,
exercise, settlement or payment with respect to any Award under the Plan that
the Participant and the Corporation enter into a Share Retention Agreement,
which shall provide that, with respect to any Exercise Gain Shares, Restricted
Shares, Restricted Stock Unit Shares, or Performance Shares, that (i) the
certificate or certificates representing any such Awards, when issued, shall be
held by the Secretary of the Corporation for the benefit of the Participant
until such time as the retention period specified by the Share Retention
Agreement has expired or has been waived by the Committee, whichever occurs
first, or (ii) that any such Award, when delivered by electronic delivery to a
brokerage account established for the Participant's benefit at a
financial/brokerage firm selected by the Corporation or by direct registration and
held in uncertificated form, shall not be permitted to be transferred or sold until
such time as the retention period specified by the Share Retention Agreement
has expired or has been waived by the Committee, whichever occurs first.  Any
dividends payable on shares subject to a Share Retention Agreement shall be
paid to the Participant in cash on the date declared by the Board of
Directors.  Each Share Retention Agreement may include some or all of the
terms, conditions and restrictions set forth in paragraphs (b) through (g) of
this Section 12.</p>



<p class=MsoNormal style='text-autospace:none'>            (b)        <u>Retention Period</u> -
Shares that are subject to the Share Retention Agreement may not be sold,
transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of
within such period of time, of not less than twenty-four (24) months and not
more than sixty (60) months following the exercise date (in the case of
Exercise Gain Shares) or the date of issuance (in the case of Restricted
Shares, Restricted Stock Unit Shares, or Performance Shares), as shall be
prescribed by the Committee.</p>



<p class=MsoNormal style='text-autospace:none'>            (c)        <u>Tax Absorption Payment</u>
- The Corporation may, in the Committee's sole discretion, make a cash payment
at any time prior to or simultaneously with settlement or payment of an Award,
either directly to the Participant or on the Participant's behalf, in an amount
that the Committee estimates to be equal (after taking into account any Federal
and state taxes that the Committee estimates to be applicable to such cash
payment) to any additional Federal and state income taxes that are imposed upon
the Participant as a result of the issuance of the Exercise Gain Shares,
Restricted Shares, Restricted Stock Unit Shares, or Performance Shares that are
subject to the Share Retention Agreement. In determining the amount, if any, to
be paid pursuant to this paragraph (c), the Committee may adopt such methods
and assumptions as it considers appropriate, and it shall not be required to
examine the individual tax liability of each Participant who has entered into a
Share Retention Agreement.</p>



<p class=MsoNormal style='text-autospace:none'>            (d)        <u>Termination of
Employment</u> - If a Participant's employment with the Corporation or a
Subsidiary Company is terminated for any reason other than Retirement,
Disability, or death, shares subject to the Share Retention Agreement shall
continue to be held, following the Participant's termination of employment,
until the expiration of the retention period specified by the Share Retention
Agreement. If the Participant's employment is terminated by reason of
Retirement or Disability, shares then held subject to the Share Retention
Agreement shall continue to be held until the expiration of the applicable
retention period following termination of employment, but any such retention
period shall cease upon the earlier of the Participant's attainment of age 65
or the expiration of two (2) years after the Participant's Retirement or
Disability, if either of those events occurs before the expiration of the
applicable retention period. If the Participant dies while shares are subject
to a retention period under the Share Retention Agreement, such retention
period shall expire immediately at the time of death.</p>



<p class=MsoNormal style='text-autospace:none'>            (e)        <u>Leave of Absence</u> -
If a Participant is granted a leave of absence, shares subject to the Share
Retention Agreement shall continue to be held during the leave of absence,
until the expiration of the retention period specified by the Share Retention
Agreement.</p>



<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>            (f)        <u>Change
in Control</u> - Upon a Change in Control, the retention periods specified by
all Share Retention Agreements shall immediately expire.</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        A
Change in Control shall occur if:</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (i)
any person, other than the Corporation or a Subsidiary Company or any employee benefit
plan sponsored by the Corporation or a Subsidiary Company, shall become the
beneficial owner of, or obtain voting control over, 20% or more of the
Corporation's outstanding Common Stock;</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (ii)
the stockholders of the Corporation shall approve (A) any consolidation or
merger of the Corporation in which the Corporation is not the continuing or
surviving corporation or pursuant to which shares of Common Stock would be
converted into cash, securities, or other property, other than a merger of the
Corporation in which holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger as immediately before, or (B) any
sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the
Corporation; or</p>

<p class=MsoNormal style='margin-bottom:6.0pt;text-autospace:none'>                        (iii)
there shall have been a change in the composition of the Board of Directors such
that within any period of two (2) consecutive years or less individuals who at
the beginning of such period constituted such Board, together with any new
directors whose election, or nomination for election by the Corporation's
stockholders, was approved by a vote of at least two-thirds of the directors
then in office who were directors at the beginning of such period, shall for
any reason no longer constitute a majority of the directors of the Corporation.</p>

<p class=MsoNormal style='text-autospace:none'>                        If the expiration of a
Share Retention Agreement pursuant to this paragraph (f) causes a Participant
to be subject to an excise tax under Section 4999 of the Code, or any successor
provision thereto (the "Excise Tax"), the Corporation shall make a cash
payment, either directly to the Participant or on the Participant's behalf, in
an amount that the Committee estimates to be equal (after taking into account
any Federal and state taxes, including interest and penalties, that the
Committee estimates to be applicable to the additional cash payment) to the
additional Excise Tax imposed on the Participant as a result of the expiration
of the Share Retention Agreement. In determining the amount to be paid pursuant
to this subparagraph, the Committee may adopt such methods and assumptions as
it considers appropriate, and it shall not be required to examine the
individual tax liability of each Participant to whom this subparagraph applies.</p>



<p class=MsoNormal style='text-autospace:none'>            (g)        <u>Waiver of Requirements</u>
- The Committee, in its sole discretion, may waive any or all retention periods
or other restrictions in the Share Retention Agreement.</p>



<p class=MsoNormal style='text-autospace:none'>            (h)        <u>Distribution of Shares</u>
- The Secretary of the Corporation shall promptly distribute the certificate or
certificates representing the shares subject to a Share Retention Agreement
upon expiration of the retention period or other termination or waiver of the
restrictions under this Section 12.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 13.      DIVIDEND EQUIVALENT PAYMENTS</b></p>



<p class=MsoNormal style='text-autospace:none'>            The Committee may authorize the
immediate payment of dividend equivalents on some or all of the shares of
Common Stock covered by Options in an amount equal to, and commensurate with,
dividends declared by the Board of Directors and paid on Common Stock. The
Committee may authorize the immediate or deferred payment of dividend
equivalents on some or all of the shares of Common Stock covered by Performance
Share Units and Restricted Stock Units. Dividend equivalents payable on Option
shares or on Performance Share Units under this Section 13 may be paid in cash
or in Common Stock at the discretion of the Committee. Dividend equivalents
payable on Restricted Stock Units under this Section 13 may be paid in cash or
converted to additional Restricted Stock Units, at the discretion of the
Committee. The Committee may authorize the immediate payment of dividend
equivalents under this Section 13 with respect to any Option for all or some
portion of its term by including a specific provision, authorizing such
immediate payment, in the Incentive Stock Option Agreement required under
Section 6(a) of the Plan or the Non-qualified Stock Option Agreement required
under Section 7 of the Plan when the Award is granted. The Committee may
authorize the immediate or deferred payment of dividend equivalents under this
Section 13 with respect to any Performance Share Unit for all or some portion
of its term as a term and condition of the Performance Share Unit grant when
the Award is granted. The Committee may authorize the immediate or deferred
payment of dividend equivalents under this Section 13 with respect to any
Restricted Stock Unit for all or some portion of its term as a term and
condition of the Restricted Stock Unit Agreement, by including a specific
provision, authorizing such payment, in the Restricted Stock Unit Agreement
required under Section 10 of the Plan when the Award is granted. Notwithstanding
the above, dividend equivalent payments shall not be made or accumulated during
a Participant's leave of absence. If the Committee authorizes the dividend
equivalents to be paid immediately, the dividend equivalents shall be paid in
cash on the date declared by the Board of Directors for the payment of
dividends on Common Stock.  If the Committee authorizes dividend equivalents on
Performance Share Units or Restricted Stock Units to be deferred, the deferred
dividend equivalents shall be paid or forfeited when the underlying Award is
paid or forfeited. </p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 14.      NON-COMPETE COVENANT</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            The
Committee, in its sole discretion, may require as a condition of a grant of any
Award under the Plan that the Participant execute a non-compete, non-solicitation
and confidentiality agreement, which agreement shall require that such
individual (i) not Engage in Competing Employment (as defined in this Section
14 of the Plan) nor solicit any employee of the Corporation or a Subsidiary
Company to Engage in Competing Employment for a specified term following
termination of employment (including Retirement), (ii) not solicit customers of
the Corporation or a Subsidiary Company for a specified term following
termination of employment (including Retirement), and (iii) maintain the
Corporation's and each Subsidiary Company's confidential information in strict
confidence, in accordance with the provisions of the agreement. The Committee,
in its sole discretion, may further require as a condition of a grant, exercise,
settlement or payment with respect to any Award under the Plan that the Award
shall be subject to immediate forfeiture, and all rights of the Participant to
such Award shall terminate immediately without further obligation on the part
of the Corporation or any Subsidiary Company, if the Participant Engages in
Competing Employment for a specified period of time following termination of
employment. The terms of such a non-compete covenant shall be as set forth in
the agreement or grant providing the terms of an Award and are incorporated
herein by reference.  A non-compete covenant shall not apply to the settlement
or payment of any Option (although it may apply to the grant or exercise of an
Option).  Settlement or payment of any other Award that is subject to a
non-compete covenant shall occur upon the expiration of the Restriction Period,
Performance Period, Retention Period, or other date upon which the Award would
be settled and paid if the Participant had not terminated employment.  </p>



<p class=MsoNormal style='text-autospace:none'>            For purposes of the provision, "Engages
in Competing Employment" shall mean to work for or provide services for any
Competitor, on the Participant's own behalf or in the service of or on behalf
of others, including, but not limited to, as a consultant, independent contractor,
owner, officer, partner, joint venturer, or employee, at any time during the
specified period commencing on the date of his or her termination of employment
(including Retirement). "Competitor" shall mean any entity in the same line of
business as the Corporation in North American markets in which the Corporation
competes, including, but not limited to, any North American Class I rail
carrier, any other rail carrier competing with the Corporation (including
without limitation a holding or other company that controls or operates or is
otherwise affiliated with any rail carrier competing with the Corporation), and
any other provider of transportation services competing with Corporation,
including motor and water carriers.</p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 15.      CAPITAL ADJUSTMENTS</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            In the event
of a recapitalization, stock split, stock dividend, exchange, combination, or
reclassification of shares, merger, consolidation, reorganization, or other
change in or affecting the capital structure or capital stock of the
Corporation, the Board of Directors, upon the recommendation of the Committee,
may make appropriate adjustments in the number of shares of Common Stock
authorized for the Plan and in the annual limitation imposed by Section 5 of
this Plan; and the Committee may make appropriate adjustments in the number of
shares subject to outstanding Options, Stock Appreciation Rights, Restricted
Shares, Restricted Stock Units, or Performance Share Unit grants, and in the
Option price of any then outstanding Options, as it deems equitable, in its
absolute discretion, to prevent dilution or enlargement of the rights of
Participants. To the extent required to prevent the treatment of any Award as
deferred compensation under Code Section 409A, the Committee will follow the
requirements of Code Section 409A and related Treasury Regulations.</p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 16.      REGULATORY APPROVALS</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            The exercise
of each Option and Stock Appreciation Right, and the grant or distribution of
Restricted Shares, Restricted Stock Units and Performance Shares, shall be
subject to the condition that if at any time the Corporation shall determine in
its discretion that the satisfaction of withholding tax or other tax
liabilities, or the listing, registration, or qualification of any shares of
Common Stock upon any securities exchange or under any Federal or state law, or
the consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, such exercise, grant, or distribution,
then in any such event such exercise, grant, or distribution shall not be
effective unless such liabilities have been satisfied or such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Corporation.  </p>

<p class=MsoNormal style='text-autospace:none'><b>Section 17.      TERM OF THE PLAN</b></p>



<p class=MsoNormal style='text-autospace:none'>            Awards may be granted from time to
time under the terms and conditions of the Plan, but no Incentive Stock Option
may be granted after the expiration of ten (10) years from the date of adoption
of the Plan, as amended on May 12, 2005, by the Board of Directors; provided,
that any future amendment to the Plan that is approved by the stockholders of
the Corporation in the manner provided under Section 18 of this Plan shall be
regarded as creating a new Plan, and an Incentive Stock Option may be granted
under such new Plan until the expiration of ten (10) years from the earlier of
the approval by the Board of Directors, or the approval by the stockholders of
the Corporation, of such new Plan. Incentive Stock Options theretofore granted
may extend beyond the expiration of that ten-year period, and the terms and
conditions of the Plan shall continue to apply thereto and to shares of Common
Stock acquired upon the subsequent exercise of an Incentive Stock Option or
related Stock Appreciation Right.</p>

<p class=MsoNormal style='text-autospace:none'><b>Section 18.      AMENDMENT OR TERMINATION OF THE PLAN</b></p>



<p class=MsoNormal style='text-autospace:none'>            The Corporation may at any time and
from time to time alter or amend, in whole or in part, any or all of the
provisions of the Plan, or may at any time suspend or terminate the Plan,
through resolution of its Board of Directors, provided that no change in any
Awards theretofore granted to any Participant may be made which would impair or
diminish the rights of the Participant without the Participant's consent, and
provided further, that no alteration or amendment may be made without the
approval of the holders of a majority of the Common Stock then outstanding and
entitled to vote if such stockholder approval is necessary to comply with the
requirements of any rules promulgated under Section 16 of the Securities
Exchange Act of 1934 or such other Federal or state laws or regulations as may
be applicable. Notwithstanding this provision, the amendment or termination of
the Plan may not accelerate or defer the payment of Awards in a manner that
would violate the requirements of Code Section 409A.</p>

<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'><b>Section 19.      MISCELLANEOUS</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>            (a)        <u>Fractional
Shares</u> - The Corporation shall not be required to issue or deliver any
fractional share of Common Stock upon the exercise of an Option or Stock
Appreciation Right, the award of Performance Shares, the payment of a dividend
equivalent in Common Stock pursuant to Section 13 of the Plan or the
withholding of shares of Common Stock for payment of taxes required to be
withheld, but may pay, in lieu thereof, an amount in cash equal to the Fair
Market Value of such fractional share.</p>



<p class=MsoNormal style='text-autospace:none'>            (b)        <u>Withholding</u> - The
Corporation and its Subsidiary Companies shall have the right, to the extent
permitted by law, to deduct from any payment of any kind otherwise due to a
Participant any Federal, state or local taxes of any kind required by law to be
withheld with respect to Awards under the Plan, and to the extent any such
withholding requirements are not satisfied, each Participant shall pay to the
Corporation any Federal, state or local taxes of any kind required by law to be
withheld with respect to Awards under the Plan. The Corporation shall have the
right to withhold shares of Common Stock, including fractional shares, from
payment as necessary to satisfy any withholding obligations, but may only
withhold the minimum number of shares necessary to do so. If fractional shares
are withheld, any remaining fractional shares shall be paid in cash to the
Participant as provided under paragraph (a) of this Section 19.  The
Participant or Beneficiary shall remain responsible at all times for paying any
Federal, state or local taxes of any kind with respect to Awards under the
Plan.  In no event shall the Corporation or the Committee be liable for any
interest or penalty that a Participant or Beneficiary incurs by failing to make
timely payments of tax.</p>



<p class=MsoNormal style='text-autospace:none'>            (c)        <u>Stockholder Rights</u>
- No person shall have any rights of a stockholder by virtue of an Option,
Stock Appreciation Right, or Performance Share Unit except with respect to
shares of Common Stock actually issued to him, and the issuance of shares of
Common Stock shall confer no retroactive right to dividends.</p>



<p class=MsoNormal style='text-autospace:none'>            (d)        <u>No Contract of
Employment</u> - This Plan shall not be deemed to be an employment contract
between the Corporation or any Subsidiary Company and any Participant or other
employee. Nothing contained herein, or in any agreement, certificate or other
document evidencing, providing for, or setting forth the terms and conditions
applicable to any Awards shall be deemed to confer upon any Participant or other
employee a right to continue in the employment of the Corporation or any
Subsidiary Company, or to interfere with the right of the Corporation or any
Subsidiary Company to terminate the employment of such Participant or employee
at any time.</p>



<p class=MsoNormal style='text-autospace:none'>            (e)        <u>Unfunded Plan</u> -
Except as may otherwise be provided in the Plan, the Plan shall be unfunded.
Neither the Corporation nor any Subsidiary Company shall be required to
segregate any assets that may be represented by Options, Stock Appreciation
Rights, Performance Share Units, or Restricted Stock Units, and neither the
Corporation nor any Subsidiary Company shall be deemed to be a trustee of any
amounts to be paid under an Option, Stock Appreciation Right, Performance Share
Unit, or Restricted Stock Unit. Any liability of the Corporation to pay any
Participant or Beneficiary with respect to an Option, Stock Appreciation Right,
Performance Share Unit, or Restricted Stock Unit shall be based solely upon any
contractual obligations created pursuant to the provisions of the Plan; no such
obligation shall be deemed to be secured by any pledge or encumbrance on any
property of the Corporation or a Subsidiary Company.</p>



<p class=MsoNormal style='text-autospace:none'>            (f)        <u>Applicable Law</u> -
The Plan, its validity, interpretation, and administration, and the rights and
obligations of all persons having an interest therein, shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, except
to the extent that such laws may be preempted by Federal law.</p>



<p class=MsoNormal style='text-autospace:none'>            (g)        <u>Gender and Number</u>
- Wherever used in the Plan, words in the masculine form shall be deemed to
refer to females as well as to males, and words in the singular or plural shall
be deemed to refer also to the plural or singular, respectively, as the context
may require.</p>



<p class=MsoNormal style='page-break-after:avoid'>           
(h)        <u>Code Section 409A</u>
- The Plan is intended, and shall
be construed, to comply with the requirements of Code Section 409A.  The
Corporation does not warrant that the Plan will comply with Code Section 409A
with respect to any Participant or with respect to any payment, however.  In no
event shall the Corporation or the Committee be liable for any additional tax,
interest, or penalty incurred by a Participant or Beneficiary as a result of
the Plan's failure to satisfy the requirements of Code Section 409A, or as a
result of the Plan's failure to satisfy any other applicable requirements for
the deferral of tax.</a> </p>







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