exh10-17.htm


    
      Exhibit 10.17




    


    


    


    


    


    


    


    


    


    


    


    NEW
JERSEY RESOURCES CORPORATION

    


    2007
STOCK AWARD AND INCENTIVE PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    As
amended and restated,

    January
1, 2009


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    NEW
JERSEY RESOURCES CORPORATION

    


    2007
STOCK AWARD AND INCENTIVE PLAN

     

     

    
      
        	 
      	 
      
	 
      	
                Page

              
	
                1.    Purpose

              	
                 
      1

              
	 
      	
                 
      

              
	
                2.    Definitions

              	
                 
      1

              
	 
      	 
      
	
                3.    Administration

              	
                 
      3

              
	 
      	 
      
	
                4.    Stock
      Subject to Plan

              	
                 
      4

              
	 
      	 
      
	
                5.    Eligibility;
      Per-Person Award Limitations

              	
                 
      5

              
	 
      	 
      
	
                6.    Specific Terms
      of Awards

              	
                 
      5

              
	 
      	 
      
	
                7.    Performance
      Awards

              	
                 
      9

              
	 
      	 
      
	
                8.    Certain
      Provisions Applicable to Awards

              	
                 12
      

              
	 
      	 
      
	
                9.    Change
      in Control

              	
                 
      12

              
	 
      	 
      
	
                10.    Additional
      Award Forfeiture Provisions

              	
                14 
      

              
	 
      	 
      
	
                11.    General
      Provisions

              	
                14

              
	 
      	 
      
	 
      	 
      


      

    

     

     

     

     

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit 10.17


        

      

    


    


    NEW
JERSEY RESOURCES CORPORATION

    


    2007
STOCK AWARD AND INCENTIVE PLAN

    


    1.        Purpose.  The
purpose of this 2007 Stock Award and Incentive Plan (the "Plan") is to aid New
Jersey Resources Corporation, a New Jersey corporation (together with its
successors and assigns, the "Company"), in attracting, retaining, motivating and
rewarding employees, non-employee directors, and other service providers of the
Company or its subsidiaries or affiliates, strengthening the Company's
capability to develop, maintain and direct a competent management team, to
provide for equitable and competitive compensation opportunities, to recognize
individual contributions and reward achievement of Company goals, and promote
the creation of long-term value for shareholders by closely aligning the
interests of Participants with those of shareholders.  The Plan
authorizes stock-based and cash-based incentives for
Participants.  The Plan is amended and restated effective January 1,
2009 solely to comply with the requirements of Code Section 409A.

     

    2.           Definitions.  In
addition to the terms defined in Section 1 above and elsewhere in the Plan, the
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:

     

    (a)           "Annual
Limit" shall have the meaning specified in Section 5(b).

     

    (b)           "Award"
means any Option, SAR, Restricted Stock, Deferred Stock, Stock granted as a
bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award,
or Performance Award, together with any related right or interest, granted to a
Participant under the Plan.

     

    (c)           "Beneficiary"
means the legal representatives of the Participant's estate entitled by will or
the laws of descent and distribution to receive the benefits under a
Participant's Award upon a Participant's death, provided that, if and to the
extent authorized by the Committee, a Participant may be permitted to designate
a Beneficiary, in which case the "Beneficiary" instead will be the person,
persons, trust or trusts (if any are then surviving) which have been designated
by the Participant in his or her most recent written and duly filed beneficiary
designation to receive the benefits specified under the Participant's Award upon
such Participant's death.

     

    (d)           "Board"
means the Company's Board of Directors.

     

    (e)           "Change
in Control" and related terms have the meanings as defined in Section
9.

    


    (f)           "Code"
means the Internal Revenue Code of 1986, as amended.  References to
any provision of the Code or regulation thereunder shall include any successor
provisions and regulations, and reference to regulations includes any applicable
guidance or pronouncement of the Department of the Treasury and Internal Revenue
Service.

    


    (g)           “Code
Section 409A” shall mean Section 409A of the Code and all regulations issued
thereunder.

    



    
      
        
          1725612v4

        

         


      

      
        1

        
          

        

      

      
         


      

    

     

     

    (h)           "Committee"
means the Leadership Development and Compensation Committee of the Board (or a
designated successor to such committee), the composition and governance of which
is established in the Committee's Charter as approved from time to time by the
Board and subject to other corporate governance documents of the
Company.  No action of the Committee shall be void or deemed to be
without authority due to the failure of any member, at the time the action was
taken, to meet any qualification standard set forth in the Committee Charter or
this Plan.  The full Board may perform any function of the Committee
hereunder (except to the extent limited under applicable New York Stock Exchange
rules), in which case the term "Committee" shall refer to the
Board.

     

    (i)           "Covered
Employee" means an Eligible Person who is a Covered Employee as specified in
Section 11(j).

     

    (j)           "Deferred
Stock" means a right, granted under this Plan, to receive Stock or other Awards
or a combination thereof at the end of a specified deferral period.

     

    (k)           "Dividend
Equivalent" means a right, granted under this Plan, to receive cash, Stock,
other Awards or other property equal in value to all or a specified portion of
the dividends paid with respect to a specified number of shares of
Stock.

     

    (l)           "Effective
Date" means the effective date specified in Section 11(p).

     

    (m)           "Eligible
Person" has the meaning specified in Section 5.

     

    (n)           "Exchange
Act" means the Securities Exchange Act of 1934, as
amended.  References to any provision of the Exchange Act or rule
(including a proposed rule) thereunder shall include any successor provisions
and rules.

     

    (o)           "Fair
Market Value" means the fair market value of Stock, Awards or other property as
determined in good faith by the Committee or under procedures established by the
Committee.  Unless otherwise determined by the Committee, the Fair
Market Value of Stock on a given day shall be, as specified by the Committee,
either (1) the average of the high and low sales prices of the Stock, or (2) the
closing price of the Stock, on the date on which it is to be
valued hereunder as reported for New York Stock Exchange -- Composite
Transactions.  Fair Market Value relating to the exercise price or
base price of any Non-409A Option or SAR and relating to the market value of
Stock measured at the time of exercise shall conform to requirements under Code
Section 409A in order to be exempt from Code Section 409A.

     

    (p)           "409A
Awards" means Awards that constitute a deferral of compensation under Code
Section 409A and regulations thereunder.  "Non-409A Awards" means
Awards other than 409A Awards.  Although the Committee retains
authority under the Plan to grant Options, SARs and Restricted Stock on terms
that will qualify those Awards as 409A Awards, Options, SARs, and Restricted
Stock are intended to be Non-409A Awards unless otherwise expressly specified by
the Committee.

     

    (q)           "Incentive
Stock Option" or "ISO" means any Option designated as an incentive stock option
within the meaning of Code Section 422 and qualifying thereunder.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

     

    (r)           "Option"
means a right to purchase Stock granted under Section 6(b).

     

    (s)           "Other
Stock-Based Awards" means Awards granted to a Participant under Section
6(h).

     

    (t)           "Participant"
means a person who has been granted an Award under the Plan which remains
outstanding, including a person who is no longer an Eligible
Person.

     

    (u)           "Performance
Award" means a conditional right, granted to a Participant under Sections 6(i)
or 7, to receive cash, Stock or other Awards or payments.

     

    (v)           “Preeexisting
Plan” means the Employee and Outside Director Long-Term Incentive Compensation
Plan (effective January 23, 2002).

     

    (w)           "Restricted
Stock" means Stock granted under this Plan which is subject to certain
restrictions and to a risk of forfeiture.

     

    (x)           "Stock"
means the Company's Common Stock, par value $2.50 per share, and any other
equity securities of the Company that may be substituted or resubstituted for
Stock pursuant to Section 11(c).

     

    (y)           "Stock
Appreciation Rights" or "SAR" means a right granted to a Participant under
Section 6(c).

     

    3.           Administration.

     

    (a)           Authority of the
Committee.  The Plan shall be administered by the Committee,
which shall have full and final authority, in each case subject to and
consistent with the provisions of the Plan, to select Eligible Persons to become
Participants; to grant Awards; to determine the type and number of Awards, the
dates on which Awards may be exercised and on which the risk of forfeiture or
deferral period relating to Awards shall lapse or terminate, the acceleration of
any such dates, the expiration date of any Award, whether, to what extent, and
under what circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Stock, other Awards, or other property, and other
terms and conditions of, and all other matters relating to, Awards; to prescribe
documents evidencing or setting terms of Awards (such Award documents need not
be identical for each Participant or each Award), amendments thereto, and rules
and regulations for the administration of the Plan and amendments thereto; to
construe and interpret the Plan and Award documents and correct defects, supply
omissions or reconcile inconsistencies therein; and to make all other decisions
and determinations as the Committee may deem necessary or advisable for the
administration of the Plan.  Decisions of the Committee with respect
to the administration and interpretation of the Plan shall be final, conclusive,
and binding upon all persons interested in the Plan, including Participants,
Beneficiaries, transferees under Section 11(b) and other persons claiming rights
from or through a Participant, and shareholders.  The foregoing
notwithstanding, (i) the Board shall perform the functions of the Committee for
purposes of granting Awards under the Plan to non-employee directors (the
functions of the Committee with respect to other aspects of non-employee
director awards is not exclusive to the Board, however); and (ii) Committee
decisions with regard to the grant of awards [to executive officers] will be
subject to the ratification of the Board of Directors, unless otherwise
determined by the Board.

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           Manner of
Exercise of Committee Authority.  The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the
Committee.  The Committee may act through subcommittees, including for
purposes of perfecting exemptions under Rule 16b-3 or qualifying Awards under
Code Section 162(m) as performance-based compensation, in which case the
subcommittee shall be subject to and have authority under the charter applicable
to the Committee, and the acts of the subcommittee shall be deemed to be acts of
the Committee hereunder.  The Committee may delegate to officers or
managers of the Company or any subsidiary or affiliate, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to
perform such functions, including administrative functions, as the Committee may
determine, to the extent (i) that such delegation will not result in the loss of
an exemption under Rule 16b-3(d) for Awards granted to Participants subject to
Section 16 of the Exchange Act in respect of the Company and will not cause
Awards intended to qualify as "performance-based compensation" under Code
Section 162(m) to fail to so qualify, and (ii) permitted under applicable
provisions of the New Jersey Business Corporation Act.

     

    (c)           Limitation of
Liability.  The Committee and each member thereof, and any
person acting pursuant to authority delegated by the Committee, shall be
entitled, in good faith, to rely or act upon any report or other information
furnished by any executive officer, other officer or employee of the Company or
a subsidiary or affiliate, the Company's independent auditors, consultants or
any other agents assisting in the administration of the Plan.  Members
of the Committee, any person acting pursuant to authority delegated by the
Committee, and any officer or employee of the Company or a subsidiary or
affiliate acting at the direction or on behalf of the Committee or a delegee
shall not be personally liable for any action or determination taken or made in
good faith with respect to the Plan, and shall, to the extent permitted by law,
be fully indemnified and protected by the Company with respect to any such
action or determination.

     

    4.           Stock Subject To Plan.

     

    (a)           Overall Number of
Shares Available for Delivery.  The total number of shares of
Stock reserved and available for delivery in connection with Awards under the
Plan shall be (i) 750,000 shares, plus (ii) the number of shares that,
immediately prior to the Effective Date, remain available for new awards under
the Preexisting Plan  plus (iii) the number of shares subject to
awards under the Preexisting Plan which become available in accordance with
Section 4(b) after the Effective Date; provided, however, that the total number
of shares with respect to which ISOs may be granted shall not exceed the number
specified under clause (i) above.  Any shares of Stock delivered under
the Plan shall consist of authorized and unissued shares or treasury
shares.  

    


    (b)           Share Counting
Rules.  The Committee may adopt reasonable counting procedures
to ensure appropriate counting, avoid double counting (as, for example, in the
case of tandem or substitute awards) and make adjustments in accordance with
this Section 4(b).  Shares shall be counted against those reserved to
the extent such shares have been delivered and are no longer subject to a risk
of forfeiture.  Accordingly, (i) to the extent that an Award under the
Plan or an award under the Pre-existing Plan is canceled, expired, forfeited,
settled in cash, settled by delivery of fewer shares than the number underlying
the Award or award, or otherwise terminated without delivery of shares to the
participant, the shares retained by or returned to the Company will not be
deemed to have been delivered under the Plan; and (ii) shares that are withheld
from such an Award or award or separately surrendered by the participant in
payment of the exercise price or taxes relating to such an Award or award shall
be deemed to constitute shares not delivered and will be available under the
Plan.  The Committee may determine that Awards may be outstanding that
relate to more shares than the aggregate remaining available under the Plan so
long as Awards will not in fact result in delivery and vesting of shares in
excess of the number then available under the Plan.  In addition, in
the case of any Award granted in assumption of or in substitution for an award
of a company or business acquired by the Company or a subsidiary or affiliate or
with which the Company or a subsidiary or affiliate combines, shares delivered
or deliverable in connection with such assumed or substitute Award shall not be
counted against the number of shares reserved under the Plan.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

     

    5.           Eligibility; Per-Person Award
Limitations.

     

    (a)           Eligibility.  Awards
may be granted under the Plan only to Eligible Persons.  For purposes
of the Plan, an "Eligible Person" means (i) an employee of the Company or any
sub­sid­iary or affiliate, including any executive officer or employee
director of the Company or a sub­sidiar­y or affiliate, (ii) any person
who has been offered employment by the Company or a subsidiary or affiliate,
provided that such prospective employee may not receive any payment or exercise
any right relating to an Award until such person has commenced employment with
the Company or a subsidiary or affiliate, (iii) any non-employee director of the
Company, and (iv) any person who provides substantial services to the Company or
a subsidiary or affiliate.  An employee on leave of absence may be
considered as still in the employ of the Company or a subsidiary or affiliate
for purposes of eligibility for participation in the Plan.  For
purposes of the Plan, a joint venture in which the Company or a subsidiary has a
substantial direct or indirect equity investment shall be deemed an affiliate,
if so determined by the Committee.  Holders of awards granted by a
company or business acquired by the Company or a subsidiary or affiliate, or
with which the Company or a subsidiary or affiliate combines, are eligible
for grants of substitute awards granted in assumption of or in substitution for
such outstanding awards previously granted under the Plan in connection with
such acquisition or combination transaction.

     

    (b)           Per-Person Award
Limitations.  In each calendar year during any part of which
the Plan is in effect, an Eligible Person may be granted Awards intended to
qualify as "performance-based compensation" under Code Section 162(m) under the
Plan relating to up to his or her Annual Limit.  A Participant's
Annual Limit, in any year during any part of which the Participant is then
eligible under the Plan, shall equal 300,000 shares plus the amount of the
Participant's unused Annual Limit relating to the same type of Award as of the
close of the previous year, subject to adjustment as provided in Section
11(c).  In the case of an Award which is not valued in a way in which
the limitation set forth in the preceding sentence would operate as an effective
limitation satisfying applicable law (including Treasury Regulation
1.162-27(e)(4)), an Eligible Person may not be granted Awards authorizing the
earning during any calendar year of an amount that exceeds the Eligible Person's
Annual Limit, which for this purpose shall equal $2.5 million plus the amount of
the Eligible Person's unused cash Annual Limit as of the close of the previous
year (this limitation is separate and not affected by the number of Awards
granted during such calendar year subject to the limitation in the preceding
sentence).  For this purpose, (i) "earning" means satisfying
performance conditions so that an amount becomes payable, without regard to
whether it is to be paid currently or on a deferred basis or continues to be
subject to any service requirement or other non-performance condition, (ii) a
Participant's Annual Limit is used to the extent an amount or number of shares
may be potentially earned or paid under an Award, regardless of whether such
amount or shares are in fact earned or paid, and (iii) the Annual Limit applies
to Dividend Equivalents under Section 6(g) only if such Dividend Equivalents are
granted separately from and not as a feature of another Award.

     

          6.           Specific Terms Of
Awards.

     

    (a)           General.  Awards
may be granted on the terms and conditions set forth in this Section
6.  In addition, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter (subject to Sections 11(e) and
11(k)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service by the Participant and terms permitting a Participant to make elections
relating to his or her Award.  The Committee shall retain full power
and discretion with respect to any term or condition of an Award that is not
mandatory under the Plan, subject to Section 11(k) and the terms of
the  Award agreement.  The Committee may require payment of
consideration for an Award except as limited by the Plan.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (b)           Options.  The
Committee is authorized to grant Options to Participants on the following terms
and conditions:

     

    
      	
               
      

            	
              (i)

            	
              Exercise
      Price.  The exercise price per share of Stock purchasable under
      an Option (including both ISOs and non-qualified Options) shall be
      determined by the Committee, provided that such exercise price shall be
      not less than the Fair Market Value of a share of Stock on the date of
      grant of such Option, subject to Section 8(a).  Notwithstanding
      the foregoing, any substitute award granted in assumption of or in
      substitution for an outstanding award granted by a company or business
      acquired by the Company or a subsidiary or affiliate, or with which the
      Company or a subsidiary or affiliate combines may be granted with an
      exercise price per share of Stock other than as required
      above.  No adjustment will be made for a dividend or other right
      for which the record date is prior to the date on which the stock is
      issued, except as provided in Section 11(c) of the
  Plan.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Option
      Term; Time and Method of Exercise.  The Committee shall
      determine the term of each Option, provided that in no event shall the
      term of any Option exceed a period of ten years from the date of
      grant.  The Committee shall determine the time or times at which
      or the circumstances under which an Option may be exercised in whole or in
      part (including based on achievement of performance goals and/or future
      service requirements), the methods by which such exercise price may be
      paid or deemed to be paid and the form of such payment (subject to
      Sections 11(k) and 11(l)), including, without limitation, cash, Stock
      (including by withholding Stock deliverable upon exercise), other Awards
      or awards granted under other plans of the Company or any subsidiary
      or affiliate, or other property (including through broker-assisted
      "cashless exercise" arrangements, to the extent permitted by applicable
      law), and the methods by or forms in which Stock will be delivered or
      deemed to be delivered in satisfaction of Options to Participants
      (including, in the case of 409A Awards, deferred delivery of shares
      subject to the Option, as mandated by the Committee, with such deferred
      shares subject to any vesting, forfeiture or other terms as the Committee
      may specify).

            


    

     

    
      	
               
      

            	
              (iii)

            	
              ISOs.  The
      terms of any ISO granted under the Plan shall comply in all respects with
      the provisions of Code Section 422.

            
	 	 	 
	 	(c) 	 Stock Appreciation
      Rights.  The Committee is authorized to grant SARs
      to Participants on the following terms and
conditions:


    

     

    
      	
               
      

            	
              (i)

            	
              Right
      to Payment.  An SAR shall confer on the Participant to whom it
      is granted a right to receive, upon exercise thereof, the excess of (A)
      the Fair Market Value of one share of Stock on the date of exercise over
      (B) the grant price of the SAR as determined by the
    Committee.

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    


     

    
      	
               
      

            	
              (ii)

            	
              Other
      Terms.  The Committee shall determine the term of each SAR,
      provided that in no event shall the term of an SAR exceed a period of ten
      years from the date of grant.  The Committee shall determine at
      the date of grant or thereafter, the time or times at which and the
      circumstances under which a SAR may be exercised in whole or in part
      (including based on achievement of performance goals and/or future service
      requirements), the method of exercise, method of settlement, form of
      consideration payable in settlement, method by or forms in which Stock
      will be delivered or deemed to be delivered to Participants, whether or
      not a SAR shall be free-standing or in tandem or combination with any
      other Award, and whether or not the SAR will be a 409A Award or Non-409A
      Award.  Limited SARs that may only be exercised in connection
      with a Change in Control or termination of service following a Change in
      Control as specified by the Committee may be granted on such terms, not
      inconsistent with this Section 6(c), as the Committee may
      determine.  The Committee may require that an outstanding Option
      be exchanged for an SAR exercisable for Stock having vesting, expiration,
      and other terms substantially the same as the Option, so long as such
      exchange will not result in additional accounting expense to the
      Company.

            


    

     

    
      	 	(d) 	 Restricted
      Stock.  The Committee is authorized to grant
      Restricted Stock to Participants on the following terms and
      conditions:
	 	 	 
	
               
      

            	
              (i)

            	
              Grant
      and Restrictions.  Restricted Stock shall be subject to such
      restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse separately or in combination at such times, under
      such circumstances (including based on achievement of performance
      goals and/or future service requirements), in such installments or
      otherwise and under such other circumstances as the Committee may
      determine at the date of grant or thereafter.  Except to the
      extent restricted under the terms of the Plan and any Award document
      relating to the Restricted Stock, a Participant granted Restricted Stock
      shall have all of the rights of a shareholder, including the right to vote
      the Restricted Stock and the right to receive dividends thereon (subject
      to any mandatory reinvestment or other requirement imposed by the
      Committee).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment
      or service during the applicable restriction period, Restricted Stock that
      is at that time subject to restrictions shall be forfeited and reacquired
      by the Company; provided that the Committee may provide, by rule or
      regulation or in any Award document, or may determine in any individual
      case, that restrictions or forfeiture conditions relating to
      Restricted Stock will lapse in whole or in part, including in the event of
      terminations resulting from specified
causes.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Certificates
      for Stock.  Restricted Stock granted under the Plan may be
      evidenced in such manner as the Committee shall determine.  If
      certificates representing Restricted Stock are registered in the name of
      the Participant, the Committee may require that such certificates bear an
      appropriate legend referring to the terms, conditions and restrictions
      applicable to such Restricted Stock, that the Company retain physical
      possession of the certificates, and that the Participant deliver a stock
      power to the Company, endorsed in blank, relating to the Restricted
      Stock.

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


     

     

    
      	
               
      

            	
              (iv)

            	
              Dividends
      and Splits.  As a condition to the grant of an Award of
      Restricted Stock, the Committee may require that any dividends paid on a
      share of Restricted Stock shall be either (A) paid with respect to such
      Restricted Stock at the dividend payment date in cash, in kind, or in a
      number of shares of unrestricted Stock having a Fair Market Value equal to
      the amount of such dividends, or (B) automatically reinvested in
      additional Restricted Stock or held in kind, which shall be subject to the
      same terms as applied to the original Restricted Stock to which it
      relates, or (C) deferred as to payment, either as a cash deferral or with
      the amount or value thereof automatically deemed reinvested in shares of
      Deferred Stock, other Awards or other investment vehicles, subject to such
      terms as the Committee shall determine or permit a Participant to
      elect.  Unless otherwise determined by the Committee, Stock
      distributed in connection with a Stock split or Stock dividend, and other
      property distributed as a dividend, shall be subject to restrictions and a
      risk of forfeiture to the same extent as the Restricted Stock with respect
      to which such Stock or other property has been
  distributed.

            


    

    
      	 	 	 
	 	(e) 	 Deferred
      Stock.  The Committee is authorized to grant
      Deferred Stock to Participants, subject to the following terms and
      conditions:
	 	 	 
	
               
      

            	
              (i)

            	
              Award
      and Restrictions.  Issuance of Stock will occur upon expiration
      of the deferral period specified for an Award of Deferred Stock by the
      Committee (or, if permitted by the Committee, as elected by the
      Participant).  In addition, Deferred Stock shall be subject to
      such restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse at the expiration of the deferral period or at earlier specified
      times (including based on achievement of performance goals and/or future
      service requirements), separately or in combination, in installments or
      otherwise, and under such other circumstances as the Committee may
      determine at the date of grant or thereafter.  Deferred Stock
      may be satisfied by delivery of Stock, other Awards, or a combination
      thereof (subject to Section 11(l)), as determined by the Committee at the
      date of grant or thereafter.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment
      or service during the applicable deferral period or portion thereof to
      which forfeiture conditions apply (as provided in the Award document
      evidencing the Deferred Stock), all Deferred Stock that is at that time
      subject to such forfeiture conditions shall be forfeited; provided that
      the Committee may provide, by rule or regulation or in any Award document,
      or may determine in any individual case, that restrictions or forfeiture
      conditions relating to Deferred Stock will lapse in whole or in part,
      including in the event of terminations resulting from specified
      causes.  Deferred Stock subject to a risk of forfeiture may be
      called "restricted stock units" or otherwise designated by the
      Committee.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Dividend
      Equivalents.  Unless otherwise determined by the Committee,
      Dividend Equivalents on the specified number of shares of Stock covered by
      an Award of Deferred Stock shall be either (A) paid with respect to such
      Deferred Stock at the dividend payment date in cash or in shares of
      unrestricted Stock having a Fair Market Value equal to the amount of such
      dividends, or (B) deferred with respect to such Deferred Stock, either as
      a cash deferral or with the amount or value thereof automatically deemed
      reinvested in additional Deferred Stock, other Awards or other investment
      vehicles having a Fair Market Value equal to the amount of such dividends,
      as the Committee shall determine or permit a Participant to
      elect.

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

     

    (f)           Bonus Stock and
Awards in Lieu of
Obligations.  The Committee is authorized to grant to
Participants Stock as a bonus, or to grant Stock or other Awards in lieu of
obligations of the Company or a subsidiary or affiliate to pay cash or deliver
other property under the Plan or under other plans or compensatory arrangements,
subject to such terms as shall be determined by the Committee.

     

    (g)           Dividend
Equivalents.  The Committee is authorized to grant Dividend
Equivalents to a Participant, which may be awarded on a free-standing basis or
in connection with another Award.  The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Stock, Awards, or other investment
vehicles, and subject to restrictions on transferability, risks of forfeiture
and such other terms as the Committee may specify.

     

    (h)           Other Stock-Based
Awards.  The Committee is authorized, subject to limitations
under applicable law, to grant to Participants such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock or factors that may influence the value
of Stock, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or business units thereof or any other factors designated by the
Committee, and Awards valued by reference to the book value of Stock or the
value of securities of or the performance of specified subsidiaries or
affiliates or other business units.  The Committee shall determine the
terms and conditions of such Awards.  Stock delivered pursuant to an
Award in the nature of a purchase right granted under this Section 6(h) shall be
purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Stock, other Awards, notes,
or other property, as the Committee shall determine.  Cash awards, as
an element of or supplement to any other Award under the Plan, may also be
granted pursuant to this Section 6(h).

     

    (i)           Performance
Awards.  Performance Awards, denominated in cash or in Stock or
other Awards, may be granted by the Committee in accordance with Section
7.

     

    7.           Performance
Awards.

     

    (a)           Performance
Awards Generally.  Performance Awards may be denominated as a
cash amount, number of shares of Stock, or specified number of other Awards (or
a combination) which may be earned upon achievement or satisfaction of
performance conditions specified by the Committee.  In addition, the
Committee may specify that any other Award shall constitute a Performance Award
by conditioning the right of a Participant to exercise the Award or have it
settled, and the timing thereof, upon achievement or satisfaction of such
performance conditions as may be specified by the Committee.  The
Committee may use such business criteria and other measures of performance as it
may deem appropriate in establishing any performance conditions, and may
exercise its discretion to reduce or increase the amounts payable under any
Award subject to performance conditions, except as limited under Sections 7(b)
in the case of a Performance Award intended to qualify as "performance-based
compensation" under Code Section 162(m).

     

    (b)           Performance
Awards Granted to Covered Employees.  If the Committee
determines that a Performance Award to be granted to an Eligible Person who is
designated by the Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant,
exercise and/or settlement of such Performance Award shall be contingent upon
achievement of a preestablished performance goal and other terms set forth in
this Section 7(b).

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

     

    
      	
               
      

            	
              (i)

            	
              Performance
      Goal Generally.  The performance goal for such Performance
      Awards shall consist of one or more business criteria and a targeted level
      or levels of performance with respect to each of such criteria, as
      specified by the Committee consistent with this Section
      7(b).  The performance goal shall be objective and shall
      otherwise meet the requirements of Code Section 162(m) and regulations
      thereunder, including the requirement that the level or levels of
      performance targeted by the Committee result in the achievement of
      performance goals being "substantially uncertain." The Committee may
      determine that such Performance Awards shall be granted, exercised and/or
      settled upon achievement of any one performance goal or that two or more
      of the performance goals must be achieved as a condition to grant,
      exercise and/or settlement of such Performance
      Awards.  Performance goals may differ for Performance Awards
      granted to any one Participant or to different
    Participants.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Business
      Criteria.  One or more of the following business criteria for
      the Company, on a consolidated basis, and/or for specified subsidiaries or
      affiliates or other business units of the Company shall be used by the
      Committee in establishing performance goals for such Performance
      Awards:

            
	 	 	 


    

     

    
      	 	 	 (1) 	 Revenues;
	 	 	 	 
	 	 	 (2)	 Expenses;
	 	 	 	 
	 	 	 (3)	 Gross
      margin or gross profit;
	 	 	 	 
	 	 	 (4)	 Any
      earnings or net income measure, including earnings from operations,
      earnings before taxes, earnings before interest and/or taxes and/or
      depreciation, statutory earnings before realized gains (losses), or net
      income available to common shareholders;
	 	 	 	 
	 	 	 (5)	 Operating
      margin or operating profit;
	 	 	 	 
	 	 	 (6)	  Earnings
      or earnings per share (EPS), including or excluding extraordinary
      items;
	 	 	 	 
	 	 	 (7)	  Operating
      cash flow, free cash flow, cash flow return on investment, or net cash
      provided by operations;
	 	 	 	 
	 	 	 (8)	  Return
      on equity, assets, capital employed or investment;
	 	 	 	 
	 	 	 (9)	  Economic
      profit or value created;
	 	 	 	 
	 	 	 (10)	  Stock
      price or total shareholder return; and
	 	 	 	 
	 	 	 (11)	 Strategic
      business criteria, consisting of one or more objectives based on meeting
      specified market penetration, total market capitalization, business
      retention, new product generation, rate increase actions, geographic
      business expansion goals, cost targets (including cost of capital),
      investment portfolio yield, customer satisfaction, employee satisfaction,
      agency ratings, management of employment practices and employee benefits,
      supervision of litigation and information technology, and goals relating
      to acquisitions or divestitures of subsidiaries, affiliates, joint
      ventures or lines of business.


    

     

    
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


     

     

    
      	 	 	The
      targeted level or levels of performance with respect to such business
      criteria may be established at such levels and in such terms as the
      Committee may determine, in its discretion, including in absolute terms,
      as a goal relative to performance in prior periods, or as a goal compared
      to the performance of one or more comparable companies or an index
      covering multiple companies.  Performance Goals may be
      particular to a Participant, the Company or a division, subsidiary or
      other business segment of the Company, or may be based on the performance
      of the Company as a whole.
	 	 	 
	
               
      

            	
              (iii)

            	
              Performance
      Period; Timing for Establishing Performance Goals.  Achievement
      of performance goals in respect of such Performance Awards shall be
      measured over a performance period of up to one year or more than one
      year, as specified by the Committee.  A performance goal shall
      be established not later than the earlier of (A) 90 days after the
      beginning of any performance period applicable to such Performance Award
      or (B) the time 25% of such performance period has
  elapsed.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Performance
      Award Pool.  The Committee may establish a Performance Award
      pool, which shall be an unfunded pool, for purposes of measuring
      performance of the Company in connection with Performance
      Awards.  The amount of such Performance Award pool shall be
      based upon the achievement of a performance goal or goals based on one or
      more of the business criteria set forth in Section  7(b)(ii) during
      the given performance period, as specified by the Committee in accordance
      with Section 7(b)(iv).  The Committee may specify the amount of
      the Performance Award pool as a percentage of any of such business
      criteria, a percentage thereof in excess of a threshold amount, or as
      another amount which need not bear a strictly mathematical relationship to
      such business criteria.

            


    

     

    
      	
               
      

            	
              (v)

            	
              Settlement
      of Performance Awards; Other Terms.  Settlement of Performance
      Awards shall be in cash, Stock, other Awards or other property, in the
      discretion of the Committee.  The Committee may, in its
      discretion, increase or reduce the amount of a settlement otherwise to be
      made in connection with such Performance Awards, but may not exercise
      discretion to increase any such amount payable to a Covered Employee in
      respect of a Performance Award subject to this Section 7(b) beyond
      the level of payment authorized for achievement of the performance goal
      specified under this Section 7(b) based on the actual level of achievement
      of such goal.  Any settlement which changes the form of payment
      from that originally specified shall be implemented in a manner such that
      the Performance Award and other related Awards do not, solely for that
      reason, fail to qualify as "performance-based compensation" for purposes
      of Code Section 162(m).  The Committee shall specify the
      circumstances in which such Performance Awards shall be paid or forfeited
      in the event of termination of employment by the Participant or other
      event (including a Change in Control) prior to the end of a performance
      period or settlement of such Performance
Awards.

            


    

     

    (c)           Written
Determinations.  Determinations by the Committee as to the
establishment of performance goals, the amount potentially payable in respect of
Performance Awards, the level of actual achievement of the specified performance
goals relating to Performance Awards, and the amount of any final Performance
Award shall be recorded in writing in the case of Performance Awards
intended to qualify under Section 162(m).  Specifically, the Committee
shall certify in writing, in a manner conforming to applicable regulations under
Section 162(m), prior to settlement of each such Award granted to a Covered
Employee, that the performance objective relating to the Performance Award and
other material terms of the Award upon which settlement of the Award was
conditioned have been satisfied.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     

    8.           Certain Provisions Applicable To
Awards.

     

    (a)           Stand-Alone,
Additional, Tandem, and Substitute
Awards.  Awards granted under the Plan may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, or
in substitution or exchange for, any other Award or any award granted under
another plan of the Company, any subsidiary or affiliate, or any business entity
to be acquired by the Company or a subsidiary or affiliate, or any other right
of a Participant to receive payment from the Company or any subsidiary or
affiliate; provided, however, that a 409A Award may not be granted in tandem
with a Non-409A Award.  Awards granted in addition to or in tandem
with other Awards or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or awards.  Subject
to Sections 11(k) and (l) and subject to the restriction on repricing under
Section 11(e), the Committee may determine that, in granting a new Award, the
in-the-money value or fair value of any surrendered Award or award or the value
of any other right to payment surrendered by the Participant may be applied to
the purchase of any other Award.

     

    (b)           Term of
Awards.  The term of each Award shall be for such period as may
be determined by the Committee, subject to the express limitations set forth in
Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.

     

    (c)           Form and Timing
of Payment under Awards; Deferrals.  Subject to the terms of
the Plan (including Sections 11(k) and (l)) and any applicable Award document,
payments to be made by the Company or a subsidiary or affiliate upon the
exercise of an Option or other Award or settlement of an Award may be made in
such forms as the Committee shall determine, including, without limitation,
cash, Stock, other Awards or other property, and may be made in a single payment
or transfer, in installments, or on a deferred basis.  The settlement
of any Award may be accelerated, and cash paid in lieu of Stock in connection
with such settlement, in the discretion of the Committee or upon occurrence of
one or more specified events, subject to Sections 11(k) and
(l).  Subject to Section 11(k), installment or deferred payments may
be required by the Committee (subject to Section 11(e)) or permitted at the
election of the Participant on terms and conditions established by the
Committee.  Payments may include, without limitation, provisions for
the payment or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents or other amounts in
respect of installment or deferred payments denominated in Stock.  In
the case of any 409A Award that is vested and no longer subject to a risk of
forfeiture (within the meaning of Code Section 83), such Award will be
distributed to the Participant, upon application of the Participant, if the
Participant has had an unforeseeable emergency within the meaning of Code
Sections 409A.

     

    9.           Change in
Control.

     

    (a)           Effect of "Change
in Control."
  In the event of a "Change in Control," the Committee may
provide that any of the following provisions shall apply in the Award document
or otherwise: 

     

    
      	
               
      

            	
              (i)

            	
              The
      lapse of forfeiture conditions and other restrictions applicable to Awards
      granted under the Plan, and/or the payment of such Awards as of the time
      of the Change in Control or other specified time without regard to vesting
      or other conditions, except to the extent of any waiver by the Participant
      and subject to applicable restrictions set forth in Section 11(a);
      and

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (ii)

            	
              The
      vesting and exercisability of any Award carrying a right to exercise that
      was not previously exercisable and vested as of the time of the Change in
      Control and, upon any termination of employment or service by the
      Participant other than a termination for cause within two years after the
      Change in Control, provision for such Awards to remain
      outstanding and exercisable until the earlier of three years after such
      termination or the stated expiration date of such Award, subject only to
      applicable restrictions set forth in Section 11(a); 

            
	 	 	 
	 	(iii)	
              The
      lapse of any deferral of settlement terms, forfeiture conditions and other
      restrictions applicable to an unvested Award granted under the Plan and
      provision for such Awards to be fully payable as of the time of the Change
      in Control or other specified time without regard to deferral and vesting
      conditions, except to the extent of any waiver by the Participant (if
      permitted under Section 409A) and subject to applicable restrictions set
      forth in Section 11(a); and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              With
      respect to an outstanding Award subject to achievement of performance
      goals and conditions, such performance goals and conditions may be deemed
      to be met or exceeded.

            


    

     

    provided,
however, that no distribution shall occur with respect to a 409A Award unless
the Change in Control also constitutes a 409A Ownership/Control
Change.

     

    (b)           Definition of
"Change in Control."  “Change in Control" means the occurrence
of any one of the following events after the date of grant of any affected
Award:

     

    
      	
               
      

            	
              (i)

            	
              Any
      Person (as defined below) acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such Person)
      Voting Securities (as defined below) of the Company and, immediately
      thereafter, is the "beneficial owner" (within the meaning of Rule 13d-3,
      as promulgated under Section 13(d) of the Securities Exchange Act of 1934,
      as amended (the "Exchange Act")) of Voting Securities of the Company
      representing fifty percent (50%) or more of the combined Voting Power (as
      defined below) of the Company's
securities;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Within
      any 12-month period, the persons who were directors of the Company
      imme­diately before the beginning of such period (the "Incumbent
      Directors") shall cease (for any reason other than death) to constitute at
      least a majority of the Board or the board of directors of any successor
      to the Company, provided that
      any director who was not a director at the beginning of such period shall
      be deemed to be an Incumbent Director if such director was elected to the
      Board by, or on the recommendation of or with the approval of, at least a
      majority of the directors who then qualified as Incumbent Directors either
      actually or by prior operation of this Section 9(b)(ii);
  or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      stockholders of the Company have approved a merger, consolidation, share
      exchange, division, sale or other disposition of all or substantially all
      of the assets of the Company, or a complete liquidation of the Company (a
      "Corporate Event"),  and such Corporate Event has been
      consummated, except that a Corporate Event shall not trigger a Change in
      Control under this clause (iii) if the shareholders of the Company
      immediately prior to such Corporate Event shall hold, directly or
      indirectly immediately following such Corporate Event a majority of the
      Voting Power of (x) in the case
      of a merger or consolidation, the surviving or resulting corporation,
      (y) in
      the case of a share exchange, the acquiring corporation or (z) in the case
      of a division or a sale or other disposition of assets, each surviving,
      resulting or acquiring
corporation.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    For
purposes of this Section 9(b), "Person" shall have the meaning ascribed to such
term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3)
of the Exchange Act; provided, however, that Person shall not include (i) the Company or any
subsidiary of the Company or (ii) any employee
benefit plan sponsored by the Company or any subsidiary of the
Company.  For purposes of this Section 9(b), a specified percentage of
"Voting Power" of a company shall mean such number of the Voting Securities as
shall enable the holders thereof to cast such percentage of all the votes which
could be cast in an annual election of directors (without consideration of the
rights of any class of stock other than the common stock of the company to elect
directors by a separate class vote); and "Voting Securities" shall mean all
securities of a company entitling the holders thereof to vote in an annual
election of directors (without consideration of the rights of any class of stock
other than the common stock of the company to elect directors by a separate
class vote).

     

    (c)           Definition of
"409A Ownership/Control Change." A "409A Ownership/Control Change" shall
be deemed to have occurred with respect to a Participant if a Change in Control
occurs which involves transactions which constitute a change in the ownership or
effective control of the Company, or in the ownership of a substantial portion
of the assets of the Company, within the meaning of Code Section 409A with
respect to such Participant.

     

    10.           Additional Award Forfeiture
Provisions.

     

    The
Committee may condition a Participant’s right to receive a grant of an Award, to
exercise the Award, to retain cash, Stock, other Awards, or other property
acquired in connection with an Award, or to retain the profit or gain realized
by a Participant in connection with an Award, including cash or other proceeds
received upon sale of Stock acquired in connection with an Award, upon
compliance by the Participant with specified conditions relating to
non-competition, confidentiality of information relating to or possessed by
the Company, non-solicitation of customers, suppliers, and employees of the
Company, cooperation in litigation, non-disparagement of the Company and its
subsidiaries and affiliates and the officers, directors and affiliates of the
Company and its subsidiaries and affiliates, and other restrictions upon or
covenants of the Participant, including during specified periods following
termination of employment or service to the Company.

     

    11.           General
Provisions.

     

    (a)           Compliance with
Legal and Other
Requirements.  The Company may, to the extent deemed necessary
or advisable by the Committee and subject to Section 11(k), postpone the
issuance or delivery of Stock or payment of other benefits under any Award until
completion of such registration or qualification of such Stock or other required
action under any federal or state law, rule or regulation, listing or other
required action with respect to any stock exchange or automated quotation system
upon which the Stock or other securities of the Company are listed or quoted, or
compliance with any other obligation of the Company, as the Committee may
consider appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of Stock or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other
obligations.  The foregoing notwithstanding, in connection with a
Change in Control, the Company shall take or cause to be taken no action, and
shall undertake or permit to arise no legal or contractual obligation, that
results or would result in any postponement of the issuance or delivery of
Stock or payment of benefits under any Award or the imposition of any other
conditions on such issuance, delivery or payment, to the extent that such
postponement or other condition would represent a greater burden on a
Participant than existed on the 90th day preceding the Change in
Control.

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


     

    (b)           Limits on
Transferability; Beneficiaries.  No Award or other right or
interest of a Participant under the Plan shall be pledged, hypothecated or
otherwise encumbered or subject to any lien, obligation or liability of such
Participant to any party (other than the Company or a subsidiary or affiliate
thereof), or assigned or transferred by such Participant otherwise than by will
or the laws of descent and distribution or to a Beneficiary upon the death of a
Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative, except that Awards and other rights
(other than ISOs and SARs in tandem therewith) may be transferred to one or more
transferees during the lifetime of the Participant for purposes of
estate-planning, and may be exercised by such transferees in accordance with the
terms of such Award, but only if and to the extent such transfers are permitted
by the Committee and the Committee has determined that there will be no transfer
of the Award to a third party for value, and subject to any terms and conditions
which the Committee may impose thereon (which may include limitations the
Committee may deem appropriate in order that offers and sales under the Plan
will meet applicable requirements of registration forms under the Securities Act
of 1933 specified by the Securities and Exchange Commission).  A
Beneficiary, transferee, or other person claiming any rights under the Plan from
or through any Participant shall be subject to all terms and conditions of the
Plan and any Award document applicable to such Participant, except as otherwise
determined by the Committee, and to any additional terms and conditions deemed
necessary or appropriate by the Committee.

     

    (c)           Adjustments.  In
the event that any large, non-recurring dividend or other distribution (whether
in the form of cash or property other than Stock), recapitalization, forward or
reverse split, Stock dividend, reorganization, merger, consolidation, spinoff,
combination, repurchase, share exchange, liquidation, dissolution, equity
restructuring as defined under FAS 123R, or other similar corporate transaction
or event affects the Stock such that an adjustment is determined by the
Committee to be appropriate or, in the case of any outstanding Award, which is
necessary in order to prevent dilution or enlargement of the rights of the
Participant, then the Committee shall, in an equitable manner as determined by
the Committee, adjust any or all of (i) the number and kind of shares of Stock
which may be delivered in connection with Awards granted thereafter, including
the number of shares available under Section 4, (ii) the number and kind of
shares of Stock by which annual per-person Award limitations are measured under
Section 5, (iii) the number and kind of shares of Stock subject to or
deliverable in respect of outstanding Awards, (iv) the exercise price, grant
price or purchase price relating to any Award or, if deemed appropriate, the
Committee may make provision for a payment of cash or property to the holder of
an outstanding Option (subject to Section 11(l)), and (v) the performance goals
or conditions of outstanding Awards that are based on share
prices.  In addition, the Committee is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards (including
Performance Awards and perfor­mance goals and any hypothetical funding pool
relating thereto) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence, as well as
acquisitions and dispositions of businesses and assets) affecting the Company,
any sub­sid­iary or affiliate or other business unit, or the financial
statements of the Company or any subsidiary or affiliate, or in response to
changes in applicable laws, regulations, accounting principles, tax rates and
regulations or business conditions or in view of the Committee's assessment of
the business strategy of the Company, any subsidiary or affiliate or business
unit thereof, performance of comparable organizations, economic and business
conditions, personal performance of a Participant, and any other circumstances
deemed relevant; provided that no adjustment under this Section 11(c) shall
be authorized or made if and to the extent that the existence of such authority
(i) would cause Options, SARs, or Performance Awards granted under the Plan to
Participants designated by the Committee as Covered Employees and intended to
qualify as "performance-based compensation" under Code Section 162(m) and
regulations thereunder to otherwise fail to qualify as "performance-based
compensation" under Code Section 162(m) and regulations thereunder, (ii) would
cause the Committee to be deemed to have authority to change the targets, within
the meaning of Treasury Regulation 1.162-27(e)(4)(vi), under the performance
goals relating to Options or SARs granted to Covered Employees and intended to
qualify as "performance-based compensation" under Code Section 162(m) and
regulations thereunder, (iii) would cause a Non-409A Award to be subject to Code
Section 409A, or (iv) would violate Code Section 409A for a 409A
Award.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (d)           Tax
Provisions.

     

    
      	
               
      

            	
              (i)

            	
              Withholding.  The
      Company and any subsidiary or affiliate is authorized to withhold from any
      Award granted, any payment relating to an Award under the Plan, including
      from a distribution of Stock, or any payroll or other payment to a
      Participant, amounts of withholding and other taxes due or potentially
      payable in connection with any transaction involving an Award, and to take
      such other action as the Committee may deem advisable to enable the
      Company and Participants to satisfy obligations for the payment of
      withholding taxes and other tax obligations relating to any
      Award.  This authority shall include authority to withhold or
      receive Stock or other property and to make cash payments in respect
      thereof in satisfaction of a Participant's withholding obligations, either
      on a mandatory or elective basis in the discretion of the Committee, or in
      satisfaction of other tax obligations.  Other provisions of the
      Plan notwithstanding, only the minimum amount of Stock deliverable in
      connection with an Award necessary to satisfy statutory withholding
      requirements will be withheld, unless withholding of any additional amount
      of Stock will not result in additional accounting expense to the
      Company.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Required
      Consent to and Notification of Code Section 83(b) Election.  No
      election under Section 83(b) of the Code (to include in gross income in
      the year of transfer the amounts specified in Code Section 83(b)) or under
      a similar provision of the laws of a jurisdiction outside the United
      States may be made unless expressly permitted by the terms of the Award
      document or by action of the Committee in writing prior to the making of
      such election.  In any case in which a Participant is permitted
      to make such an election in connection with an Award, the Participant
      shall notify the Company of such election within ten days of filing notice
      of the election with the Internal Revenue Service or other governmental
      authority, in addition to any filing and notification required pursuant to
      regulations issued under Code Section 83(b) or other applicable
      provision.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Requirement
      of Notification Upon Disqualifying Disposition Under Code Section
      421(b).  If any Participant shall make any disposition of shares
      of Stock delivered pursuant to the exercise of an ISO under the
      circumstances described in Code Section 421(b) (i.e., a disqualifying
      disposition), such Participant shall notify the Company of such
      disposition within ten days
thereof.

            


    

     

    (e)           Changes to the
Plan.  The Board may amend, suspend or terminate the Plan or
the Committee's authority to grant Awards under the Plan without the consent of
shareholders or Participants; provided, however, that any amendment to the Plan
shall be submitted to the Company's shareholders for approval not later than the
earliest annual meeting for which the record date is at or after the date of
such Board action if such shareholder approval is required by any federal or
state law or regulation or the rules of the New York Stock Exchange , or if such
amendment would materially increase the number of shares reserved for issuance
and delivery under the Plan, and the Board may otherwise, in its discretion,
determine to submit other amendments to the Plan to shareholders for
approval.  The Committee is authorized to amend outstanding awards,
except as limited by the Plan.  The Board and Committee may not amend
outstanding Awards (including by means of an amendment to the Plan) without the
consent of an affected Participant if such an amendment would materially and
adversely affect the rights of such Participant with respect to the outstanding
Award (for this purpose, actions that alter the timing of federal income
taxation of a Participant will not be deemed material unless such action results
in an income tax penalty on the Participant, and any discretion that is reserved
by the Board or Committee with respect to an Award is unaffected by this
provision).  Without the approval of shareholders, the Committee will
not amend or replace
previously granted Options or SARs in a transaction that constitutes a
"repricing," which for this purpose means any of the following or any other
action that has the same effect:

    
      


      
        	
                
                  Ÿ

                

              	
                Lowering
      the exercise price of an option or SAR after it is
  granted;

              


      

      
        	 	 
	
                
                  Ÿ

                

              	
                Any
      other action that is treated as a repricing under generally accepted
      accounting principles;

              


      

      
        	 	 
	
                
                  Ÿ

                   
 

              	
                Canceling
      an option or SAR at a time when its exercise price exceeds the fair market
      value of the underlying Stock, in exchange for another option or SAR,
      restricted stock, other equity, cash or other property;  this
      shareholder approval requirement will apply to any repurchase or buyout of
      such an option or SAR authorized under any other provision of the
      Plan;

              


      

    

     

    provided,
however, that the foregoing transactions shall not be deemed a repricing if
pursuant to an adjustment authorized under Section 11(c).  With regard
to other terms of Awards, the Committee shall have no authority to waive or
modify any such Award term after the Award has been granted to the extent the
waived or modified term would be mandatory under the Plan for any Award newly
granted at the date of the waiver or modification.  A cancellation and
exchange described in clause (iii) of the preceding sentence will be
considered a repricing regardless of whether the Option, Restricted Stock or
other equity is delivered simultaneously with the cancellation, regardless of
whether it is treated as a repricing under generally accepted accounting
principles, and regardless of whether it is voluntary on the part of the
Participant.  Notwithstanding the above, the Board and Committee shall
have no authority to amend or modify 409A Awards in any manner that would
violate Code Section 409A.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (f)           Right of
Setoff.  The Company or any subsidiary or affiliate may, to the
extent permitted by applicable law, deduct from and set off against any amounts
the Company or a subsidiary or affiliate may owe to the Participant from time to
time, including amounts payable in connection with any Award, owed as wages,
fringe benefits, or other compensation owed to the Participant, such amounts as
may be owed by the Participant to the Company, including but not limited to
amounts owed under Section 10(a), although the Participant shall remain liable
for any part of the Participant's payment obligation not satisfied through such
deduction and setoff.  By accepting any Award granted hereunder, the
Participant agrees to any deduction or setoff under this Section
11(f).

     

    (g)           Unfunded Status
of Awards; Creation of Trusts.  The Plan is intended to
constitute an "unfunded" plan for incentive and deferred
compensation.  With respect to any payments not yet made to a
Participant or obligation to deliver Stock pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any rights
that are greater than those of a general creditor of the Company; provided
that the Committee may authorize the creation of trusts and deposit therein
cash, Stock, other Awards or other property, or make other arrangements to meet
the Company's obligations under the Plan.  Such trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant.

     

    (h)           Nonexclusivity of
the Plan.  Neither the adoption of the Plan by the Board nor
its submission to the shareholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements, apart from the Plan, as it
may deem desirable, including incentive arrangements and awards which do not
qualify under Code Section 162(m), and such other arrangements may be either
applicable generally or only in specific cases.

     

    (i)           Payments in the
Event of Forfeitures; Fractional Shares.  Unless otherwise
determined by the Committee, in the event of a forfeiture of an Award with
respect to which a Participant paid cash consideration, the Participant shall be
repaid the amount of such cash consideration.  No fractional shares of
Stock shall be issued or delivered pursuant to the Plan or any
Award.  The Committee shall determine whether cash, other Awards or
other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

     

    (j)           Compliance with
Code Section 162(m).  It is the intent of the Company that
Options and SARs granted to Covered Employees and other Awards designated as
Awards to Covered Employees subject to Section 7 shall constitute qualified
"performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder, unless otherwise determined by the Committee at the time
of allocation of an Award.  Accordingly, the terms of Sections 7(b)
and (c), including the definitions of Covered Employee and other terms used
therein, shall be interpreted in a manner consistent with Code Section 162(m)
and regulations thereunder.  The foregoing notwithstanding, because
the Committee cannot determine with certainty whether a given Participant
will be a Covered Employee with respect to a fiscal year that has not yet
been completed, the term Covered Employee as used herein shall mean only a
person designated by the Committee as likely to be a Covered Employee with
respect to a specified fiscal year.  If any provision of the Plan or any
Award document relating to a Performance Award that is designated as intended to
comply with Code Section 162(m) does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Committee or any other person discretion to increase the amount of
compensation otherwise payable in connection with any such Award upon attainment
of the applicable performance objectives.

     

    (k)           Certain
Limitations on Awards to Ensure Compliance with Section 409A.

     

    
      	
               
      

            	
              (i)

            	
              409A Awards and
      Deferrals.   Other provisions of the Plan
      notwithstanding, the terms of any 409A Award (which for this purpose means
      only such an Award held by an employee subject to United States federal
      income tax), including any authority of the Company and rights of the
      Participant with respect to the 409A Award, shall be subject to the
      following rules and limitations and shall be interpreted in a manner as to
      comply with Code Section 409A:

            


    

     

    
      	
               
      

            	
              (A)

            	
              If
      a Participant is permitted to elect to defer an Award or any payment under
      an Award, such election shall be made in accordance with the requirements
      of Code Section 409A.  Each initial deferral election (an
      “Initial Deferral Election”) must be received by the Committee prior to
      the following dates or will have no effect
  whatsoever:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Except
      as otherwise provided below, the December 31 immediately preceding the
      year in which the compensation is
earned;

            


    

     

     

     

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (ii)

            	
              With
      respect to any annual or long-term incentive pay which qualifies as
      “performance-based compensation” within the meaning of Code Section 409A,
      by the earlier of (A) the December 31 immediately preceding the end of the
      performance measurement period applicable to such incentive pay or (B) the
      date six months prior to the end of the performance measurement period
      applicable to such incentive pay provided such additional requirements set
      forth in Code Section 409A are met;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              With
      respect to “fiscal year compensation” as defined under Code Section 409A,
      by the last day of the Company’s fiscal year preceding the year in which
      the fiscal year compensation is earned;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              With
      respect to Awards of restricted stock units or other legally binding
      rights to a payment of compensation in a subsequent year that is subject
      to a forfeiture condition requiring the Participant’s continued services
      for a period of at least 12 months, on or before the 30th
      day following the grant of such Award, provided that the election is made
      at least 12 months in advance of the earliest date at which the forfeiture
      condition could lapse.

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      Committee may, in its sole discretion, permit Participants to submit
      additional deferral elections with respect to amounts previously subject
      to an Initial Deferral Election in order to delay, but not to accelerate,
      a payment, or to change the form of payment of an amount of deferred
      compensation (a “Subsequent Deferral Election”), but if, and only if, the
      following conditions are satisfied: (i) the Subsequent Deferral Election
      must not take effect until 12 months after the date on which it is made,
      (ii) in the case of a payment other than a payment attributable to the
      Participant’s death, the Subsequent Deferral Election further defers the
      payment for a period of not less than 5 years from the date such payment
      would otherwise have been made, or in the case of installment payments, 5
      years from the date the first installment was scheduled to be paid, and
      (iii) the Subsequent Deferral Election is received by the Committee at
      least 12 months prior to the date the payment would otherwise have been
      made, or in the case of installment payments, 12 months prior to the date
      the first installment was scheduled to be paid.  In addition,
      Participants may be further permitted to revise the form of payment they
      have elected, or the number of installments elected, provided that such
      revisions comply with the requirements of clauses (i), (ii), and (iii)
      above.

            


    

    


    
      	
               
      

            	
              (C)

            	
              The
      time and form of payment of a 409A Award shall be set forth in an
      Applicable Award agreement.  If such time and form of payment is
      not set forth in the Award Agreement, the 409A Award shall be paid in a
      lump sum within 75 days of a Participant’s Separation from Service (as
      defined below).  For purposes of 409A, the entitlement to a
      series of installment payments will be treated as the entitlement to a
      single payment.

            


    

    


    
      	
               
      

            	
              (D)

            	
              The
      Company shall have no authority to accelerate or delay or change the form
      of any distributions relating to 409A Awards except as allowed under Code
      Section 409A.

            


    

     

    
      	
               
      

            	
              (E)

            	
              Any
      distribution of a 409A Award triggered by a Participant’s termination of
      employment shall be made only at the time that the Participant has had a
      Separation from Service within the meaning of Code Section
      409A.  A Separation from Service
      shall occur where it is reasonably anticipated that no further services
      will be performed after that date or that the level of bona fide services
      the Participant will perform after that date (whether as an employee or
      independent contractor of the Company or an Affiliate) will permanently
      decrease to less than 50% of the average level of bona fide services
      performed over the immediately preceding thirty-six (36) month
      period.  A Participant shall be considered to continue
      employment and to not have a Separation from Service while on a leave of
      absence if the leave does not exceed 6 consecutive months (29 months for a
      disability leave of absence) or, if longer, so long as the Participant
      retains a right to reemployment with the Company or Affiliate under an
      applicable statute or by contract.  For this purpose, a
      “disability leave of absence” is an absence due to any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than 6 months, where such impairment causes the Participant to be unable
      to perform the duties of his job or a substantially similar
      job.  Continued services solely as a director of the Company or
      an Affiliate shall not prevent a Separation from Service from
      occurring;

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (F)

            	
              Notwithstanding
      the provisions of Section 11(k)(i)(C) above, any distribution of a 409A
      Award that would be made within six months following a Separation from
      Service of a “Specified Employee” as defined under Code Section 409A and
      as determined under procedures adopted by the Board of Directors of the
      Company or its delegate shall instead occur on the first day of the
      seventh month following the Separation from Service (or upon the
      Participant’s death, if earlier).  In the case of installments,
      this delay shall not affect the timing of any installment otherwise
      payable after the six-month delay
period.

            


    

    


    
      	
               
      

            	
              (G)

            	
              Any
      payment otherwise due under the terms of the 409A Award which would (i)
      not be deductible in whole or in part under Code Section 162(m) , or (ii)
      violate Federal securities laws or other applicable law may not be made
      until the earliest date on which such payment no longer is nondeductible
      or violates such laws.  Payment may be delayed for a reasonable
      period in accordance with the provisions of Code Section 409A (including
      in the event the payment is not administratively practical due to events
      beyond the recipient’s control such as where the recipient is not
      competent to receive the benefit payment, there is a dispute as to amount
      due or the proper recipient of such benefit payment, or additional time is
      needed to calculate the amount payable).  No interest shall be
      accrued or be paid because of any delay of
  payment.

            


    

     

    
    

    
      	
               
      

            	
              (H)

            	
              If
      any portion of an Award that is scheduled to vest at a single specified
      date (a vesting “tranche”) is partly deemed a 409A Award and partly deemed
      exempt from Code Section 409A (as a short-term deferral or otherwise), the
      time of settlement of only the portion of the Award subject to Code
      Section 409A shall be subject to the provisions of this Section
      11(k).

            


    

    


    
      	
               
      

            	
              (I)

            	
              The
      rules applicable to 409A Awards under this Section 11(k)(i) constitute
      further restrictions on terms of Awards set forth elsewhere in this
      Plan.  Thus, for example, a 409A Option/SAR shall be subject to
      restrictions, including restrictions on rights otherwise specified in
      Section 6(b) or 6(c), in order that such Award shall not result in
      constructive receipt of income before exercise or tax penalties under
      Section 409A.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Rules Applicable to Non-409A
      Options/SARs.  With respect to Non-409A Options/ SARs, in
      applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining
      a controlled group of corporations under Code Section 414(b), the language
      “at least 20 percent” shall be used instead of “at least 80 percent” at
      each place it appears in Sections 1563(a)(1), (2) and (3), and in applying
      Treasury Regulation § 1.414(c)-2 (or any successor provision) for purposes
      of determining trades or businesses (whether or not incorporated) that are
      under common control for purposes of Section 414(c), the language “at
      least 20 percent” shall be used instead of “at least 80 percent” at each
      place it appears in Treasury Regulation
  §1.414(c)-2.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Distributions Upon
      Vesting.  In the case of any Award providing for a
      distribution upon the lapse of a risk of forfeiture, if the timing of such
      distribution is not otherwise specified in the Plan or an Award agreement
      or other governing document, the distribution shall be made not later than
      March 15 of the calendar year following the calendar year in which the
      risk of forfeiture lapsed.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Scope and Application of this
      Provision.  For purposes of this Section 11(k),
      references to a term or event (including any authority or right of the
      Company or a Participant) being “permitted” under Code Section 409A mean
      that the term or event will not cause the Participant to be deemed to be
      in constructive receipt of compensation relating to the 409A Award prior
      to the distribution of cash, shares or other property or to be liable for
      payment of interest or a tax penalty under Code Section
    409A.

            


    

     

     

    
 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (l)           Governing
Law.  The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan and any Award document shall be
determined in accordance with the laws of the State of New Jersey, without
giving effect to principles of conflicts of laws, and applicable provisions of
federal law.

     

    (m)           Awards to
Participants Outside the United States.  The Committee may
modify the terms of any Award under the Plan made to or held by a Participant
who is then resident or primarily employed outside of the United States, or
establish one or more sub-plans for such participants, in any manner deemed by
the Committee to be necessary or appropriate in order that such Award shall
conform to laws, regulations, and customs of the country in which the
Participant is then resident or primarily employed, or so that the value and
other benefits of the Award to the Participant, as affected by foreign tax laws
and other restrictions applicable as a result of the Participant's residence or
employment abroad shall be comparable to the value of such an Award to a
Participant who is resident or primarily employed in the United
States.  An Award may be modified under this Section 11(m) in a manner
that is inconsistent with the express terms of the Plan, so long as such
modifications will not contravene any applicable law or regulation or result in
actual liability under Section 16(b) for the Participant whose Award is
modified.

     

    (n)           Limitation on
Rights Conferred under Plan.  Neither the Plan nor any action
taken hereunder shall be construed as (i) giving any Eligible Person or
Participant the right to continue as an Eligible Person or Participant or in the
employ or service of the Company or a subsidiary or affiliate, (ii) interfering
in any way with the right of the Company or a subsidiary or affiliate to
terminate any Eligible Person's or Participant's employment or service at any
time (subject to the terms and provisions of any separate written agreements),
(iii) giving an Eligible Person or Participant any claim to be granted any Award
under the Plan or to be treated uniformly with other Participants and
employees, or (iv) conferring on a Participant any of the rights of a
shareholder of the Company unless and until the Participant is duly issued or
transferred shares of Stock in accordance with the terms of an Award or an
Option is duly exercised.  Except as expressly provided in the Plan
and an Award document, neither the Plan nor any Award document shall confer on
any person other than the Company and the Participant any rights or remedies
thereunder.  Any Award shall not be deemed compensation for purposes
of computing benefits under any retirement plan of the Company or any subsidiary
or affiliate and shall not affect any benefits under any other benefit plan at
any time in effect und which the availability or amount of benefits is related
to the level of compensation (unless required by any such other plan or
arrangement with specific reference to Awards under this Plan).

     

    (o)           Severability.  If
any of the provisions of this Plan or any Award document is finally held to be
invalid, illegal or unenforceable (whether in whole or in part), such provision
shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability, and the remaining provisions shall
not be affected thereby; provided, that, if any of such provisions is finally
held to be invalid, illegal, or unenforceable because it exceeds the maximum
scope determined to be acceptable to permit such provision to be enforceable,
such provision shall be deemed to be modified to the minimum extent necessary to
modify such scope in order to make such provision enforceable
hereunder.  The Plan and any Award documents contain the entire
agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.  No rule of strict
construction shall be applied against the Company, the Committee, or any other
person in the interpretation of any terms of the Plan, Award, or agreement or
other document relating thereto.

     

    (p)           Plan Effective
Date and Termination.  The Plan shall become effective if, and
at such time as, the shareholders of the Company have approved it by a majority
of the votes cast at a meeting of shareholders by the holders of shares entitled
to vote thereon, provided that the total vote cast on the proposal represents
over 50% in interest of all securities entitled to vote on the
proposal.  The date of such shareholder approval shall be the
Effective Date.  Upon such approval of the Plan by the shareholders of
the Company, no further awards shall be granted under the Employee and Outside
Director Long-Term Incentive Compensation Plan, but any outstanding awards under
that plan shall continue in accordance with their terms.  Unless
earlier terminated by action of the Board of Directors, the authority to make
new grants under the Plan shall terminate on the date that is ten years after
the latest date upon which shareholders of the Company have approved the Plan,
and the Plan will remain in effect until such time as no Stock remains available
for delivery under the Plan and the Company has no further rights or obligations
under the Plan with respect to outstanding Awards under the Plan.  Any
termination of the Plan shall comply with the requirements of Code Section 409A
with regard to any 409A Awards.

     


    
      
         


      

      
        20