exhibit10-9directorfeeplan.htm


     

    
      
        

      

    

    Exhibit
10.9

     

    MATTHEWS
INTERNATIONAL CORPORATION

    


    1994
DIRECTOR FEE PLAN,

    as
amended through November 13, 2008

    


    


    SECTION
1

    Purposes; Reservation of
Shares

    


    (a)           Purposes.  The
purposes of the 1994 Director Fee Plan, as amended through November 13, 2008
(the "Plan") are:

    


    
      	
               
      

            	
              (1)

            	
              to
      provide for each Director of Matthews International Corporation (the
      "Corporation") who is not also an employee of the Corporation or any of
      its Subsidiaries ("Director") the payment of retainer fees and, in the
      case of a Director who is Chairperson (the “NE Chairperson”), an
      additional retainer fee for future services to be performed by such
      Director ("Director Fees") as a member of the Board of Directors of the
      Corporation (the "Board") in cash or in shares of Class A Common Stock,
      par value $1.00 per share, of the Corporation ("Common Stock") and, in the
      case of payment to the Directors of the Director Fees in shares of Common
      Stock, to increase the identification of interests between such Directors
      and the shareholders of the
Corporation;

            


    

    


    
      	
               
      

            	
              (2)

            	
              to
      provide current payment in cash (or if a Director shall elect to defer
      receipt, future payment in shares of Common Stock) to each Director
      (except the NE Chairperson shall only be entitled to the fees, if any, in
      (a) and (e) and only for such meetings after February 20, 2008)
      for:

            


    

    


    
      	
              (a)  

            	
              fees,
      if any, paid for attendance at meetings of the Board ("Board Meeting
      Fees");

            


    

    


    
      	
              (b)  

            	
              fees,
      if any, paid to Directors for attendance at meetings of Committees of the
      Board ("Committee Meeting Fees");

            


    

    


    
      	
              (c)  

            	
              annual
      retainer fees paid to the Chairperson of a Committee ("Committee
      Chairperson Retainer Fees");

            


    

    


    
      	
              (d)  

            	
              annual
      retainer fees paid to any Lead Director of the Board of Directors (“Lead
      Director Fees”); and

            


    

    


    
      	
              (e)  

            	
              fees,
      if any,  paid to a Director for attendance at the annual
      shareholders' meeting of the Corporation ("Shareholders' Meeting Fees")
      (subsections (a)-(e) are collectively referred to herein as "Meeting
      Fees"); and

            


    

    


    
      	
               
      

            	
              (3)

            	
              to
      increase the identification of interests between the Directors and the
      shareholders of the Corporation by permitting the Nominating and Corporate
      Governance Committee of the Board (the “Committee”) or a Stock
      Compensation Subcommittee of the Committee (the “Subcommittee”) to award
      restricted stock, nonstatutory stock options and/or stock appreciation
      rights to each Director on the fifteenth (15th)
      business day after the annual shareholders’ meeting of the
      Corporation.

            


    

    


    For
purposes of the Plan, the term "Subsidiary" means any
corporation in an unbroken chain of corporations beginning with the Corporation,
if each of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

    


    As used
hereinafter, the term “Committee” shall mean
either the Nominating and Corporate

    Governance
Committee or the Subcommittee, if the Subcommittee is authorized by the Board to
act under this Plan.

    


    (b)           Reservation of
Shares.  Except as otherwise provided in this Section 1(b), the
aggregate number of shares of Common Stock which may be issued under the Plan or
credited to Deferred Stock Compensation Accounts for subsequent issuance under
the Plan is limited to 300,000 shares, subject to adjustment and substitution as
set forth in Section 12 hereof.  Shares issued under the Plan may be
authorized but unissued shares or shares previously issued and thereafter
acquired by the Corporation or partly each, as shall be determined from time to
time by the Board.  If any stock option or stock appreciation right
granted under the Plan is cancelled by mutual consent, forfeited, or terminates
or expires for any reason without having been exercised in full, or if any
restricted shares awarded under the Plan are forfeited, the number of shares
subject thereto, in the case of stock options or stock appreciation rights, or
the number of shares forfeited, in the case of restricted shares, shall again be
available for all purposes of the Plan.  In addition to the number of
shares of Common Stock authorized for issuance or crediting by the first
sentence of this Section 1(b), the number of shares of Common Stock which are
surrendered (or to which ownership has been certified) in full or partial
payment to the Corporation of the option price of a stock option granted under
the Plan shall be available for all purposes of the Plan.

    


    


    SECTION
2

    Eligibility

    


    Any
non-employee Director of the Corporation who is separately compensated in the
form of Director Fees or Meeting Fees for services on the Board shall be
eligible to participate in the Plan.

    


    


    SECTION
3

    Payment of Director Fees in
Cash or Common Stock

    


    (a)           Current
Payment.  Subject to the provisions of Section 3(b) hereof, on
the fifteenth (15th) business day following the annual meeting of the
shareholders of the Corporation (each such date of payment referred to as a
"Payment Date"), each Director as of that date shall receive payment of Director
Fees by:

    


    
      	
               
      

            	
              (i)

            	
              the
      payment to the Director of cash of sixty thousand dollars ($60,000)
      (lesser amounts, as previously set forth in the Plan prior to amendment of
      the Plan on November 13, 2008, for Payment Dates before February 19, 2009)
      and, in the case of the NE Chairperson, an additional seventy thousand
      dollars ($70,000) (forty-five thousand dollars ($45,000) for Payment Dates
      before January 1, 2008) (or such other amount determined by the Board or
      by any committee of the Board which the Board authorizes to determine such
      amount) (the “Retainer Fee Amount”);
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      issuance to the Director of a number of whole shares of Common Stock equal
      to the Retainer Fee Amount divided by the Fair Market Value of one share
      of the Common Stock, as defined in Section 15 hereof, on such Payment Date
      (rounded upward to the next whole
share).

            


    

    


    The
Committee shall determine by November 30 of each year whether Director Fees will
be paid in cash or in shares of Common Stock to the Directors in the following
calendar year.  Unless the Committee otherwise determines and
communicates such determination to the Directors by November 30 of the year
immediately preceding the year of payment, the Directors Fees shall be paid in
shares of Common Stock.  Notwithstanding the foregoing, if the
Director Fees are to be paid in cash, a Director may elect to receive payment of
the Director Fees in shares and shall receive a number of shares of Common Stock
equal to the Retainer Fee Amount divided by the Fair Market Value of one share
of the Common Stock, as defined in Section 15 hereof, on the Payment Date
(rounded upward to the next whole share) (a “Current Stock
Election”).  Such election shall be made by filing a Notice of
Election with the Secretary of the Corporation in the form prescribed by the
Corporation.

    


    (b)           Stock Deferral
Election.  Regardless of whether Director Fees are to be paid
in either cash or shares of Common Stock, each Director may elect to defer the
receipt of Director Fees in shares of Common Stock for a calendar year (a "Stock
Deferral Election") by filing a Notice of Election with the Secretary of the
Corporation in the form prescribed by the Corporation.

    


    (c)           Election
Procedures.  Both a Current Stock Election and a Stock Deferral
Election (collectively, “Director Fee Elections”) shall be effective on January
1 of the year following the date on which the Notice of Election is
filed.  Director Fee Elections shall be effective on the date on which
the Notice of Election is filed with respect to Director Fees payable after the
time of a person's initial election to the office of Director, or any subsequent
re-election if immediately prior thereto such person was not serving as a
Director, provided (i) the Director files such Notice of Election within ten
(10) business days subsequent to being elected or re-elected as a Director and
(ii) a Stock Deferral Election shall only be effective for Director Fees payable
for services performed after the Notice of Election is
filed.  Director Fee Elections shall apply to all Director Fees
otherwise payable while such Director Fee Election is effective.  Each
Director may terminate a Current Stock Election and receive current payment of
Director Fees in cash (where the Committee has elected to pay Director Fees in
cash) and may terminate a Stock Deferral Election and receive current shares of
Common Stock or cash (where the Committee has elected to pay Director Fees in
cash) by filing a Notice of Termination with the Secretary of the Corporation in
the form prescribed by the Corporation, which shall be effective on January 1 of
the year following the date on which a Notice of Termination is
filed.  A Director Fee Election shall continue in effect until the
effective date of any Notice of Termination.  Director Fee Elections
may be made by a Director even if such Director has not made a Meeting Fee
Deferral Election (as defined below).

    


    (d)           Evidence of
Shares.  As of the date on which the Director Fees are payable
in shares of Common Stock pursuant to Section 3(a) hereof or, if a Stock
Deferral Election was made, pursuant to Sections 5 and 6 hereof, (i) the
Corporation, at its discretion, shall either issue share certificates to the
Director for the shares of Common Stock received under the Plan or cause such
shares to be registered in the name of the Director on any book-entry
registration maintained by the Corporation or its transfer agent, and (ii) the
Director shall be a shareholder of the Corporation with respect to any such
shares.

    


    


    SECTION
4

    Payment of Meeting
Fees

    


    (a)           Current Cash
Payment.  Subject to the provisions of Sections 4(b) and 4(c)
hereof, except as set forth below effective on and after the date of the 2009
annual meeting of the shareholders of the Corporation (the “2009 Annual Meeting
Date”), each Director shall receive payment of Meeting Fees in cash in the
following amounts (or such other amounts determined by the Board or by any
committee of the Board which the Board authorizes to determine such amounts),
except that the NE Chairperson shall only be entitled to Board Meeting Fees and
Shareholder’s Meeting Fees, if any, and only for such meetings after February
20, 2008:

    


    
      	
              Board
      Meeting Fees:

            	
              None

            
	
              Committee
      Meeting Fees:

            	
              None

            
	
              Committee
      Chairperson Retainer Fees:

            	
              $7,500
      (or $12,000 in the case of the Audit Committee Chairperson) for a year of
      service as a Committee Chairperson

            
	
              Lead
      Director Fees, if a Lead Director is elected (effective after 2006 Annual
      meeting):

            	
              $5,000
      for a year of service as the Lead Director.

            
	
              Shareholders'
      Meeting Fees:

            	
              None

            


    

    


    (The
amount and payment of Meeting Fees for meetings prior to the 2009 Annual Meeting
Date shall be governed by the provisions of this Section 4(a) as in effect prior
to amendment of the Plan on November 13, 2008.)  Except as set forth
in Sections 4(b) and 4(c) hereof, each Director shall receive payment of Meeting
Fees, if any, (other than Committee Chairperson Retainer Fees and Lead Director
Fees) to which the Director is entitled within ten (10) business days following
the meeting with respect to which such fees are payable.  Except as
set forth in Sections 4(b) and 4(c) hereof, each Committee Chairperson shall
receive payment of Committee Chairperson Retainer Fees and the Lead Director, if
any, shall receive payment of the Lead Director Fees on the fifteenth (15th)
business day following the person’s annual election or re-election to such
position.  The amount and time of payment of Meeting Fees may be
changed from time to time by the Board in its sole discretion.

    


    (b)           Deferred Payment of Meeting
Fees.  Each Director may elect to receive all Meeting Fees for
a calendar year in shares of Common Stock rather than cash, as set forth in
Section 4(c) hereof, provided the Director elects to defer the receipt of such
shares of Common Stock (a "Meeting Fee Deferral Election").  A Meeting
Fee Deferral Election may be made only by filing a Notice of Election with the
Secretary of the Corporation in the form prescribed by the Corporation, and
shall be effective for meetings, and, if applicable, Committee Chairperson
Retainer Fees or Lead Director Fees payable, on and after January 1 of the year
following the date on which the Notice of Election is filed; provided, however,
that (i) a Meeting Fee Deferral Election made by a Notice of Election filed on
or before the close of business on May 14, 1999 shall be effective with regard
to meetings on or after May 15, 1999, and (ii) a Meeting Fee Deferral Election
shall be effective on the date on which the Notice of Election is filed after
the time of a person's initial election, or any subsequent re-election, to the
office of Director with respect to Meeting Fees and, if applicable, Committee
Chairperson Retainer Fees or Lead Director Fees, payable for services performed
after the Meeting Fee Deferral Election is filed if (A) immediately prior
thereto such person was not serving as a Director, and (B) such Notice of
Election is filed within ten (10) business days subsequent to such person being
elected or re-elected as a Director.  A Meeting Fee Deferral Election
shall apply to all Meeting Fees which would otherwise be payable for meetings
held while such Meeting Fee Deferral Election is effective.  A
Director may terminate a Meeting Fee Deferral Election only by filing a Notice
of Termination with the Secretary of the Corporation in the form prescribed by
the Corporation, which Notice of Termination shall be effective for meetings
and, if applicable, Committee Chairperson Retainer Fees or Lead Director Fees
payable on and after January 1 of the year following the date on which a Notice
of Termination is filed.  A Meeting Fee Deferral Election shall
continue in effect until the effective date of any Notice of Termination, after
which the Meeting Fees shall be payable in accordance with Section 4(a)
hereof.  A Meeting Fee Deferral Election may be made by a Director
even if such Director has not made a Current Stock Election or a Stock Deferral
Election.  A Meeting Fee Deferral Election shall apply to all but not
less than all Meeting Fees.

    


    (c)           Deferred Meeting Fees
Credited in Shares of Common Stock.  Each Director who has made
a Meeting Fee Deferral Election effective for Meeting Fees otherwise payable in
cash for a calendar year shall receive a credit to a Deferred Stock Compensation
Account (as defined in Section 5(a) hereof) in the name of such Director on the
first Payment Date following such calendar year.  Such credit shall be
a number of shares of Common Stock (including fractional shares to at least two
decimal places) equal to (i) the aggregate amount of all Meeting Fees subject to
such Meeting Fee Deferral Election otherwise payable during such calendar year
to such Director in cash under Section 4(a) hereof if no Meeting Fee Deferral
Election had been made, divided by (ii) the Fair Market Value of one share of
the Common Stock, as defined in Section 15 hereof, on such Payment
Date.  No interest or other amount shall be paid or credited to a
Director notwithstanding that Meeting Fees which otherwise would have been
payable under Section 4(a) hereof in cash are not reflected as a credit to such
Deferred Stock Compensation Account until the Payment Date.

    


    (d)           Evidence of
Shares.  If a Meeting Fee Deferral Election was made, then as
of the date on which the Meeting Fees are payable in shares of Common Stock
pursuant to Sections 5 and 6 hereof, (i) the Corporation, at its discretion,
shall either issue share certificates to the Director for the shares of Common
Stock received under the Plan or cause such shares to be registered in the name
of the Director on any book-entry registration maintained by the Corporation or
its transfer agent, and (ii) the Director shall be a shareholder of the
Corporation with respect to any such shares.

    


    


    SECTION
5

    Deferred Stock Compensation
Account

    


    (a)           General.  The
amount of any Director Fees or Meeting Fees deferred in accordance with a Stock
Deferral Election or a Meeting Fee Deferral Election shall be credited to a
deferred stock compensation account maintained by the Corporation in the name of
the Director (a "Deferred Stock Compensation Account").  A separate
Deferred Stock Compensation Account shall be maintained for each amount of
deferred Director Fees or Meeting Fees for which a Director has elected a
different payment option or as otherwise determined by the
Committee.  On each Payment Date that a Stock Deferral Election is
effective for a Director or on which a credit to a Deferred Stock Compensation
Account is to be made under Section 4(c) hereof pursuant to a Meeting Fee
Deferral Election, the Director's Deferred Stock Compensation Account(s) shall
be credited on the Payment Date with the number of shares of Common Stock
(including fractional shares to at least two decimal places) which (i) otherwise
would have been payable to the Director under Section 3(a) hereof on such
Payment Date if the Director Fees had been payable to the Director in shares of
Common Stock, whether the Director Fees were payable in cash or in shares of
Common Stock, and/or (ii) are to be so credited in accordance with Section 4(c)
hereof.  The Deferred Stock Compensation Account of a Director shall
be charged on the date of distribution with any distribution of shares of Common
Stock made to the Director from such Account pursuant to Section 5(b)
hereof.

    


    
      	
               
      

            	
              (i)

            	
              Dividends/Distributions
      Prior to September 26, 2008.  With respect to shares of
      the Common Stock credited to a Deferred Stock Compensation Account, the
      effect, if any, of dividends or distributions paid prior to September 26,
      2008 on the Common Stock in cash or property other than Common Stock shall
      be governed by the provisions of this Section 5(a) as in effect prior to
      September 26, 2008.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Dividends/Distributions
      on or after September 26, 2008.  If on or after September
      26, 2008 a dividend or distribution is paid on the Common Stock in cash or
      property other than Common Stock, on the date of payment of the dividend
      or distribution to holders of the Common Stock the Corporation shall pay
      to a Director a) an amount (in cash or property other than Common Stock,
      as the case may be) equal to the dividend or distribution which would have
      been paid on the number of shares, if any, of the Common Stock (including
      fractional shares) credited to such Director’s Deferred Stock Compensation
      Account as of the date fixed for determining the shareholders entitled to
      receive such distribution, as if such shares of the Common Stock had been
      issued and outstanding on such date less b) any taxes required to be
      withheld on such amount, including but not limited to any taxes required
      to be withheld due to the characterization of such amount as wages or
      compensation.

            


    

    


    (b) Manner of
Payment.  The balance of a Director's Deferred Stock
Compensation Account will be paid in shares of Common Stock to the Director or,
in the event of the Director's death, to the Director's Beneficiary as defined
in Section 5(c) hereof.

    


    


    
      	
              (i)  

            	
              Elections for 2008 and
      Prior Years.  For Stock Deferral Elections and Meeting
      Fee Deferral Elections effective for Director Fees and Meeting Fees
      otherwise payable in 2008 and earlier years, subject to Section 5(b)(iii)
      below and except as otherwise provided in Section 6(b) and 6(c) hereof, a
      Director may elect at the time of filing the Notice of Election for a
      Stock Deferral Election or a Meeting Fee Deferral Election to receive
      payment of the shares of Common Stock credited to the Director's Deferred
      Stock Compensation Account in a lump sum on, or in two to ten annual
      installments commencing on, April 1 (or if April 1 is not a business day,
      on the immediately preceding business day) of the calendar year following
      the calendar year in which the Director first separates from service with
      the Corporation under Section 409A of the Internal Revenue Code of 1986,
      as amended (the “Code”), or any successor section, upon or after ceasing
      to be a member of the Board for any reason, including by reason of death
      or disability (the “Separation from Service Payment Commencement
      Date”).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Elections For Years
      After 2008.  For Stock Deferral Elections and Meeting Fee
      Deferral Elections effective for Director Fees and Meeting Fees otherwise
      payable in years after 2008, a Director may elect at the time of filing
      the Notice of Election for a Stock Deferral Election or a Meeting Fee
      Deferral Election to receive payment of the shares of Common Stock
      credited to the Director’s Deferred Stock Compensation Account, in whole
      or in part, as follows (except as otherwise provided in Sections 6(b) and
      6(c) hereof, if applicable):

            


    

    


    
      	
               
      

            	
              A.

            	
              In
      a lump sum on the Separation From Service Payment Commencement
      Date;

            


    

    


    
      	
               
      

            	
              B.

            	
              In
      two to five annual installments commencing on the Separation From Service
      Payment Commencement Date and continuing on the same date (or if such date
      is not a business day, on the immediately preceding business day) in the
      calendar year(s) thereafter;

            


    

    


    
      	
               
      

            	
              C.

            	
              In
      a lump sum on April 1 (or if April 1 is not a business day, on the
      immediately preceding business day) of the calendar year specified by the
      Director at the time of filing of such Notice of Election (the “Designated
      Payment Commencement Date”);

            


    

    


    
      	
               
      

            	
              D.

            	
              In
      two to five annual installments commencing on the Designated Payment
      Commencement Date and continuing on the same date (or if such date is not
      a business day, on the immediately preceding business day) in the calendar
      year(s) thereafter; or

            


    

    


    
      	
              E.  

            	
              If
      earlier than the date on which payment would be received under A-D of this
      Section 5(b)(ii), in a lump sum or in two to five annual installments,
      with payment commencing on the sixtieth (60th)
      day (or if such date is not a business day, on the immediately preceding
      business day) following the death of the Director or following the date on
      which the Director becomes disabled (within the meaning of Section 409A of
      the Code) and continuing on the same date (or if such date is not a
      business day, on the immediately preceding business day) in the calendar
      year(s) thereafter.

            


    

    


    
      	
              (iii)  

            	
              Special 2008
      Election.  Any Director who has a balance in the
      Director’s Deferred Stock Compensation Account as of September 26, 2008
      may elect, by filing a 2008 Payment Change Election with the Secretary of
      the Corporation in a form prescribed by the Corporation on or before
      December 31, 2008, to change the timing of payments to be made from such
      Deferred Stock Compensation Account to the Director, in whole or in part,
      as follows:

            


    

    


    
      	
              A.  

            	
              In
      accordance with any of the payment options described in Section 5(b)(ii)
      hereof; or

            


    

    


    
      	
              B.  

            	
              In
      a lump sum on a date in 2009 specified by the Director in the 2008 Payment
      Change Election.

            


    

    


    Notwithstanding
the foregoing, (I) a 2008 Payment Change Election may apply only to amounts that
would not otherwise be payable in 2008 and may not cause an amount to be paid in
2008 that would not otherwise be payable in 2008, and (II) payment shall not be
made in installments but rather in a lump sum if the Director made a Section
6(c) Event Election, as defined below, and Section 6(c) hereof
applies.  This Section 5(b)(iii) is intended to comply with Section
409A of the Code, or any successor section, and shall be interpreted
consistently therewith.

    


    
      	
               
      

            	
              (iv)

            	
              Installment
      Payments.  In any case where payments are made in
      installments, the number of shares of Common Stock distributed in each
      installment shall be determined by multiplying (I) the number of shares of
      Common Stock in the Deferred Stock Compensation Account on the date of
      payment of such installment, by (II) a fraction, the numerator of which is
      one and the denominator of which is the number of remaining unpaid
      installments, and by rounding such result down to the nearest whole number
      of shares.  The balance of the number of shares of Common Stock
      in the Deferred Stock Compensation Account shall be appropriately reduced
      in accordance with Section 5(a) hereof to reflect the installment payments
      made hereunder.  Shares of Common Stock remaining in a Deferred
      Stock Compensation Account pending distribution pursuant to this Section
      5(b) shall be subject to adjustment pursuant to Section 12
      hereof.

            


    

    


    
      	
              (v)  

            	
              General.  If
      a lump sum payment or the final installment payment hereunder would result
      in the issuance of a fractional share of Common Stock, such fractional
      share shall not be issued and cash in lieu of such fractional share shall
      be paid to the Director based on the Fair Market Value of a share of
      Common Stock, as defined in Section 15 hereof, on the date immediately
      preceding the date of such payment.  The Corporation, at its
      discretion, shall either issue share certificates to the Director, or the
      Director's Beneficiary, for the shares of Common Stock distributed
      hereunder or cause such shares to be registered in the name of the
      Director, or the Director’s Beneficiary, on any book-entry registration
      maintained by the Corporation or its transfer agent.  As of the
      date on which the Director is entitled to receive payment of shares of
      Common Stock pursuant to this Section 5(b) hereof, a Director or the
      Director's Beneficiary shall be a shareholder of the Corporation with
      respect to such shares.

            


    

    


    (c)           Director’s
Beneficiary.  The Director’s Beneficiary means any beneficiary
or beneficiaries (who may be named contingently or successively) named by a
Director under the Plan to whom any benefit under the Plan is to be paid in the
case of his or her death before he or she receives any or all of such
benefit.  Each such designation shall revoke all prior designations by
the same Director, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Director in writing with the Secretary of the
Corporation during the Director’s lifetime.  In the absence of such a
designation, Director’s Beneficiary means the person designated by the Director
in the Director's Will, or, if the Director fails to make a testamentary
disposition of the shares or dies intestate, to the person entitled to receive
the shares pursuant to the laws of descent and distribution of the state of
domicile of the Director at the time of death.

    


    


    SECTION
6

    Other Payment Commencement
Dates

    


    (a)           General.  If,
in the case of a Meeting Fee Deferral Election, the first amount credited to a
particular Deferred Stock Compensation Account with respect to such Director is
credited after the relevant payment commencement date specified in Section 5(b)
hereof or any amount is credited to such a Deferred Stock Compensation Account
after a lump sum payment has been made pursuant to Section 5(b) hereof from such
Deferred Stock Compensation Account, payment of shares credited to such Deferred
Stock Compensation Account shall be made or commence on the April 1 (or if April
1 is not a business day, on the immediately preceding business day) following
the date on which the shares are so credited.

    


    (b)           Delay in
Payment.  Notwithstanding Section 5(b) hereof and except as
otherwise provided in Section 6(c) hereof, a Director may irrevocably elect, by
filing a Notice of Election with the Secretary of the Corporation in the form
prescribed by the Corporation, to commence payment on a date later than the date
specified under Section 5(b) hereof provided that:

    


    
      	
              (i)  

            	
              Such
      election must be made at least twelve (12) months prior to the date on
      which payments otherwise would have commenced pursuant to the election
      under Section 5(b) hereof; and

            


    

    


    
      	
              (ii)  

            	
              The
      payment commencement date specified in such election under this Section
      6(b) must be not less than five (5) years from the date on which payments
      otherwise would have commenced pursuant to the election under Section 5(b)
      hereof.

            


    

    


    The
provisions of this Section 6(b) are intended to comply with Section 409A(4)(C)
of the Code, or any successor section, and shall be interpreted consistently
therewith.

    


    (c)           Section 6(c)
Event.  Notwithstanding Sections 5(b) and 6(b) hereof,
effective for Director Fees and Meeting Fees payable (but for any deferral
elections) on and after January 1 of the year following the date on which the
Notice of Election is filed (and on and after January 1, 2005),  a
Director may irrevocably elect, by filing a Notice of Election with the
Secretary of the Corporation in a form prescribed by the Corporation, to receive
payment of all shares of Common Stock credited to the Director’s Deferred Stock
Compensation Account with respect to such Director Fees and Meeting Fees, upon
the earlier of when payment would be made pursuant to the election under Section
5(b) or 6(b) hereof or in a lump sum immediately following the occurrence of any
Section 6(c) Event, as defined below (a “Section 6(c) Event Election”). A
Section 6(c) Event Election shall be effective on the date on which it is filed
with respect to Director Fees and Meeting Fees payable (but for any deferral
elections) after the time of a person’s initial election to the office of
Director, or any subsequent re-election if immediately prior thereto such person
was not serving as a Director, provided (i) the Director files such Section 6(c)
Event Election within ten (10) business days subsequent to being elected or
re-elected as a Director and (ii) a Section 6(c) Event Election shall only be
effective for Director Fees and Meeting Fees payable for services performed
after the Section 6(c) Event Election is filed.  A Director may
terminate a Section 6(c) Event Election only by filing a Notice of Termination
of Section 6(c) Event Election with the Secretary of the Corporation in the form
prescribed by the Corporation, which shall be effective for Director Fees and
Meeting Fees payable (but for any deferral elections) on and after January 1 of
the year following the date on which such Notice of Termination of Section 6(c)
Event Election is filed.  If payments from a Director’s Deferred Stock
Compensation Account have previously commenced at the time of a Section 6(c)
Event which results in a permissible lump sum payment pursuant to this Section
6(c), for purposes of applying this Section 6(c) shares previously paid from the
Director’s Deferred Stock Compensation Account shall be deemed to be from
Director Fees and Meeting Fees not subject to a Section 6(c) Event Election, to
the extent thereof.  A Section 6(c) Event shall mean the date upon
which any event occurs which constitutes a change in the ownership or effective
control of the Corporation or in the ownership of a substantial portion of the
assets of the Corporation under Section 409A of the Code or any successor
section and Treasury Regulation §1.409A-3(i)(5)(v)-(vii) thereunder or any
successor section, provided that:

    


    
      	
               
      

            	
              (i)

            	
              The
      percentage specified in Treasury Regulation §1.409A-3(i)(5)(v) (addressing
      the percentage change in the ownership of the total fair market value or
      voting power of the Corporation’s stock) shall be 50 percent and not a
      higher percentage;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      percentage specified in Treasury Regulation §1.409-3(i)(5)(vi)(A)(1)
      (addressing the percentage change in the ownership of the voting power of
      the Corporation’s stock) shall be 30 percent and not a higher
      percentage;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              For
      purposes of Treasury Regulation §1.409A-3(i)(5)(vi)(A)(2) (addressing a
      change in the effective control of the Corporation by virtue of a change
      in the composition of the Board), the words “a majority of the members of
      the corporation’s board of directors” shall not be replaced by a higher
      portion; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      percentage specified in Treasury Regulation §1.409A-3(i)(5)(vii)(A)
      (addressing the percentage change in the ownership of the Corporation’s
      assets) shall be 40 percent and not a higher
  percentage.

            


    

    


    


    SECTION
7

    Non-Alienability of
Benefits

    


    Neither
the Director nor the Director's Beneficiary shall have the right to, directly or
indirectly, alienate, assign, transfer, pledge, anticipate or encumber (except
by reason of death) any amounts or shares of Common Stock that are or may be
payable hereunder nor shall any such amounts or shares be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Director or the Director's
Beneficiary or to the debts, contracts, liabilities, engagements, or torts of
any Director or Director's Beneficiary, or transfer by operation of law in the
event of bankruptcy or insolvency of the Director or the Director's Beneficiary,
or any legal process.

    


    


    SECTION
8

    Nature of Deferred Stock
Compensation Accounts

    


    Any
Deferred Stock Compensation Account shall be established and maintained only on
the books and records of the Corporation.  No assets or funds of the
Corporation, a Subsidiary or the Plan shall be removed from the claims of the
Corporation's or a Subsidiary's general or judgment creditors or otherwise made
available, and no shares of Common Stock of the Corporation to be issued
pursuant to a Deferred Stock Compensation Account shall be issued or
outstanding, until such amounts and shares are actually payable to a Director or
a Director's Beneficiary as provided herein.  The Plan constitutes a
mere promise by the Corporation to make payments in the future.  Each
Director and Director's Beneficiary shall have the status of, and their rights
to receive a payment of shares of Common Stock under the Plan shall be no
greater than the rights of, general unsecured creditors of the
Corporation.  No person shall be entitled to any voting rights with
respect to shares credited to a Deferred Stock Compensation Account and not yet
payable to a Director or the Director's Beneficiary.  The Corporation
shall not be obligated under any circumstances to fund any financial obligations
under the Plan and the Plan is intended to constitute an unfunded plan for tax
purposes.  However, the Corporation may, in its discretion, set aside
funds in a trust or other vehicle, subject to the claims of its creditors, in
order to assist it in meeting its obligations under the Plan, if:

    


    
      	
               
      

            	
              (a)

            	
              such
      arrangement will not cause the Plan to be considered a funded deferred
      compensation plan under the Code;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      trust created by the Corporation, and any assets held by such trust to
      assist the Corporation in meeting its obligations under the Plan, will
      conform to the terms of the model trust, as described in Rev. Proc. 92-64,
      1992-2 C.B. 422 or any successor;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              such
      set aside of funds is not described in Section 409A(b) of the Code, or any
      successor provision.

            


    

    


    


    SECTION
9

    Grant
of Stock Options and Stock Appreciation Rights

    And Award of Restricted
Shares

    


    The Committee shall have authority, in
its discretion, (a) to grant “nonstatutory stock options” (i.e., stock options
which do not qualify under Sections 422 and 423 of the Code), (b) to grant stock
appreciation rights, and (c) to award restricted shares.  All grants
and awards pursuant to this Section 9 shall be made on or to be effective on a
Payment Date.  On or as of each Payment Date in 2009 and later years,
the Committee shall grant or award to each Director on such Payment Date
nonstatutory stock options, stock appreciation rights and/or restricted shares
with a total value of seventy thousand dollars ($70,000) (or (a) such other
amount determined by the Board or by any committee of the Board which the Board
authorizes to determine such amount and (b) fifty thousand dollars ($50,000) for
Payment Dates in 2007 and 2008).  The Committee shall determine in its
discretion the portion of each grant and/or award to be comprised of
nonstatutory stock options, stock appreciation rights and restricted shares and
the value of each.

    


    


    SECTION
10

    Terms
and Conditions of

    Stock Options and Stock
Appreciation Rights

    


    Stock options and stock appreciation
rights granted under the Plan shall be subject to the following terms and
conditions:

    


    
      	
              (A)  

            	
              The
      purchase price at which each stock option may be exercised (the “option
      price”) and the base price at which each stock appreciation right may be
      granted (the “Base Price”) shall be such price as the Committee, in its
      discretion, shall determine but shall not be less than one hundred percent
      (100%) of the Fair Market Value per share of the Common Stock covered by
      the stock option or stock appreciation right on the date of
      grant.  For purposes of this Section 10, the Fair Market Value
      of the Common Stock shall be determined as provided in Section 15
      hereof.

            


    

    


    
      	
              (B)  

            	
              The
      option price for each stock option shall be paid in full upon exercise and
      shall be payable in cash in United States dollars (including check, bank
      draft or money order), which may include cash forwarded through a broker
      or other agent-sponsored exercise or financing
      program;  provided, however, that in lieu of such cash the
      person exercising the stock option may if authorized by the Committee pay
      the option price in whole or in part by delivering to the Corporation
      shares of the Common Stock having a Fair Market Value on the date of
      exercise of the stock option, determined as provided in Section 15 hereof,
      equal to the option price for the shares being purchased; except that (i)
      any portion of the option price representing a fraction of a share shall
      in any event be paid in cash and (ii) no shares of the Common Stock which
      have been held for less than one year may be delivered in payment of the
      option price of a stock option.  If the person exercising a
      stock option participates in a broker or other agent-sponsored exercise or
      financing program, the Corporation will cooperate with all reasonable
      procedures of the broker or other agent to permit participation by the
      person exercising the stock option in the exercise or financing
      program.  Notwithstanding any procedure of the broker or other
      agent-sponsored exercise or financing program, if the option price is paid
      in cash, the exercise of the stock option shall not be deemed to occur and
      no shares of the Common Stock will be issued until the Corporation has
      received full payment in cash (including check, bank draft or money order)
      for the option price from the broker or other agent.  The date
      of exercise of a stock option shall be determined under procedures
      established by the Committee, and as of the date of exercise the person
      exercising the stock option shall be considered for all purposes to be the
      owner of the shares with respect to which the stock option has been
      exercised.

            


    

    


    
      	
              (C)  

            	
              Upon
      the exercise of stock appreciation rights the Corporation shall pay to the
      person exercising the stock appreciation rights a number of shares of the
      Common Stock with a Fair Market Value, as defined in Section 15 hereof,
      equal to the difference between the aggregate Fair Market Value, as
      defined in Section 15 hereof, of the Common Stock on
      the date of exercise of the stock appreciation rights and the aggregate
      Base Prices for the stock appreciation rights which are exercised (the
      “Spread”) (rounded down to the next whole number of shares).  No
      fractional shares of the Common Stock shall be issued nor shall cash in
      lieu of a fraction of a share of Common Stock be
      paid.  Notwithstanding the foregoing, at the discretion of the
      Committee, the Corporation may pay to the person exercising the stock
      appreciation rights an amount of cash, rather than shares of the Common
      Stock, equal to the Spread if and only if the payment of cash upon
      exercise of the stock appreciation rights would not cause the stock
      appreciation rights to provide for a deferral of compensation within the
      meaning of Section 409A of the Code.  The date of exercise of a
      stock appreciation right shall be determined under procedures established
      by the Committee.

            


    

    


    
      	
              (D)  

            	
              Unless
      the Committee, in its discretion, shall otherwise determine and subject to
      the terms of Sections 10(F) and 10(G) hereof, stock options and stock
      appreciation rights shall be exercisable by a Director commencing on the
      second anniversary of the date of grant.  Subject to the terms
      of Sections 10(F) and 10(G) hereof providing for earlier termination of a
      stock option or stock appreciation right, no stock option or stock
      appreciation right shall be exercisable after the expiration of ten years
      from the date of grant.  Unless the Committee, in its
      discretion, shall otherwise determine, a stock option or stock
      appreciation right to the extent exercisable at any time may be exercised
      in whole or in part.

            


    

    


    
      	
              (E)  

            	
              Unless
      the Committee, in its discretion, shall otherwise
    determine:

            


    

    


    
      	
               
      

            	
              (i)

            	
              no
      stock option or stock appreciation right shall be transferable or
      assignable by the grantee otherwise
than:

            


    

    


    
      	
              (a)  

            	
              by
      Will; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      the grantee dies intestate, by the laws of descent and distribution of the
      state of domicile of the grantee at the time of death;
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      the trustee of a trust that is revocable by the grantee alone, both at the
      time of the transfer or assignment and at all times thereafter prior to
      such grantee’s death; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              all
      stock options and stock appreciation rights shall be exercisable during
      the lifetime of the grantee only by the grantee or by the trustee of a
      trust described in Section 10(E)(i)(c)
hereof.

            


    

    


    A
transfer or assignment of a stock option or a stock appreciation right by a
trustee of a trust described in Section 10(E)(i)(c) to any person other than the
grantee shall be permitted only to the extent approved in advance by the
Committee in writing, in its discretion.  Stock options or stock
appreciation rights held by such trustee also shall be subject to all of the
conditions and restrictions set forth in the Plan and in the applicable
agreement with the grantee as if such trustee were a party to such agreement as
the grantee.  In the event the grantee ceases to be a Director of the
Corporation, the provisions set forth in the Plan and in the applicable
agreement with the grantee shall continue to be applicable to the stock option
or stock appreciation right and shall limit the ability of such trustee to
exercise any such transferred stock options or stock appreciation rights to the
same extent they would have limited the grantee.  The Corporation
shall not have any obligation to notify such trustee of any termination of a
stock option or stock appreciation right due to the termination of service of
the grantee as a Director of the Corporation.

    


    
      	
              (F)  

            	
              Unless
      the Committee, in its discretion, shall otherwise determine, if a grantee
      ceases to be a Director of the Corporation, any outstanding stock options
      and stock appreciation rights held by the grantee shall vest and be
      exercisable and shall terminate, according to the following
      provisions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Notwithstanding
      Section 10(D) hereof, if a grantee ceases to be a Director of the
      Corporation for any reason other than those set forth in Section 10(F)(ii)
      or (iii) hereof, any then outstanding stock option and stock appreciation
      right held by such grantee (whether or not vested and exercisable by the
      grantee immediately prior to such time) shall vest and be exercisable by
      the grantee (or, in the event of the grantee’s death, by the person
      entitled to do so under the Will of the grantee, or, if the grantee shall
      fail to make testamentary disposition of the stock option or stock
      appreciation right or shall die intestate, by the legal representative of
      the grantee (the “Grantee’s Heir or Representative”)), at any time prior
      to the second anniversary of the date on which the grantee ceases to be a
      Director of the Corporation or the expiration date of the stock option or
      stock appreciation right, whichever is the shorter
  period;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Unless
      the exercise period of a stock option or stock appreciation right
      following termination of service as Director has been extended as provided
      in Section 13(c) hereof, if during his or her term of office as a
      non-employee Director a grantee is removed from office for cause or
      resigns without the consent of the Board, any then outstanding stock
      option and stock appreciation right held by such grantee shall terminate
      as of the close of business on the last day on which the grantee is a
      Director of the Corporation; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      Section 10(D) hereof, following the death of a grantee during service as a
      Director of the Corporation, or upon the disability of a Director which
      requires his or her termination as a Director of the Corporation, any
      outstanding stock option and stock appreciation right held by the grantee
      at the time of death or termination as a Director due to disability
      (whether or not vested and exercisable by the grantee immediately prior to
      such time) shall vest and be exercisable, in the case of death of the
      grantee, by the Grantee’s Heir or Representative, or, in the case of
      disability of the grantee, by the grantee at any time prior to the second
      anniversary of the date on which the grantee ceases to be a Director of
      the Corporation or the expiration date of the stock option or stock
      appreciation right, whichever is the shorter
  period.

            


    

    


    Whether a
resignation of a Director is with or without the consent of the Board and
whether a grantee is disabled shall be determined in each case, in its
discretion, by the Committee and such determination by the Committee shall be
final and binding.

    


    
      	
              (G)  

            	
              If
      a grantee of a stock option or stock appreciation right engages in the
      operation or management of a business (whether as owner, partner, officer,
      director, employee or otherwise and whether during or after service as a
      Director of the Corporation) which is in competition with the Corporation
      or any of its Subsidiaries, or solicits any of the Corporation’s customers
      or employees other than for the benefit of the Corporation, the Committee
      may immediately terminate all outstanding stock options and stock
      appreciation rights held by the grantee; provided, however, that this
      sentence shall not apply if the exercise period of a stock option or stock
      appreciation right following termination of service as a Director of the
      Corporation has been extended as provided in Section 13(c)
      hereof.  Whether a grantee has engaged in the operation or
      management of a business which is in competition with the Corporation or
      any of its Subsidiaries, or solicits any of the Corporation’s customers or
      employees other than for the benefit of the Corporation, shall be
      determined, in its discretion, by the Committee, and any such
      determination by the Committee shall be final and
  binding.

            


    

    


    
      	
              (H)  

            	
              All
      stock options and stock appreciation rights shall be confirmed by a
      written agreement or an amendment thereto in a form prescribed by the
      Committee, in its discretion.  Each agreement or amendment
      thereto shall be executed on behalf of the Corporation by the Chief
      Executive Officer (if other than the President), the President or any Vice
      President and by the grantee.  The provisions of such agreements
      need not be identical

            


    

    


    
      	
              (I)  

            	
              In
      the event of a Section 13 Event (as defined in Section 13 hereof) in which
      the Corporation’s stockholders receive consideration in exchange for their
      shares of Common Stock, the Committee shall have the authority to require
      any outstanding stock option and stock appreciation right to be
      surrendered for cancellation by the holder thereof in exchange for a cash
      payment equal to the difference between the Fair Market Value, as defined
      in Section 15 hereof, of the shares of Common Stock subject to the stock
      option or stock appreciation rights on the date of the Section 13 Event
      and their option prices and Base Prices, respectively, provided, however,
      that this Section 10(I) shall not apply to the extent its application
      would cause the stock options or stock appreciation rights to provide for
      a deferral of compensation within the meaning of Section 409A of the
      Code.

            


    

    


    Subject
to the foregoing provisions of this Section 10 and the other provisions of the
Plan, any stock option or stock appreciation right granted under the Plan may be
exercised at such times and in such amounts and be subject to such restrictions
and other terms and conditions, if any, as shall be determined, in its
discretion, by the Committee and set forth in the agreement referred to in
Section 10(H) hereof or an amendment thereto.

    


    


    SECTION
11

    Terms and Conditions of
Restricted Share Awards

    


    (a)           Restricted Share
Awards.  Restricted share awards shall be evidenced by a
written agreement in a form prescribed by the Committee, in its discretion,
which shall set forth the number of shares of the Common Stock awarded, the
restrictions imposed thereon (including, without limitation, restrictions on the
right of the awardee to sell, assign, transfer or encumber such shares while
such shares are subject to the other restrictions imposed under this Section
11), the duration of such restrictions, events (which may, in the discretion of
the Committee, include performance-based events) the occurrence of which would
cause a forfeiture of the restricted shares and such other terms and conditions
as the Committee in its discretion deems appropriate.  Restricted
share awards shall be effective only upon execution of the applicable restricted
share agreement on behalf of the Corporation by the Chief Executive Officer (if
other than the President), the President or any Vice President, and by the
awardee.  The provisions of such agreements need not be
identical.

    


    (b)           Transfers to
Trusts.  Neither this Section 11 nor any other provision of the
Plan shall preclude an awardee from transferring or assigning restricted shares
to (i) the trustee of a trust that is revocable by such awardee alone, both at
the time of the transfer or assignment and at all times thereafter prior to such
awardee’s death or (ii) the trustee of any other trust to the extent approved in
advance by the Committee in writing.  A transfer or assignment of
restricted shares from such trustee to any person other than such awardee shall
be permitted only to the extent approved in advance by the Committee in writing,
and restricted shares held by such trustee shall be subject to all of the
conditions and restrictions set forth in the Plan and in the applicable
agreement as if such trustee were a party to such agreement.

    


    (c)           Default Vesting
Restrictions.  Unless otherwise determined by the Committee,
restricted shares awarded to a Director shall be forfeited if the awardee
terminates as a Director of the Corporation within two (2) years following the
grant of such restricted shares due to the voluntary resignation of the Director
without the consent of the Board or the removal of the Director with
cause.  Any restricted shares which have not previously vested shall
vest and the restrictions related to service as a Director shall lapse upon the
death of a Director or the disability of a Director which requires his or her
termination as a Director of the Corporation.

    


    (d)           Evidence of Shares;
Dividends.  Following a restricted share award and prior to the
lapse or termination of the applicable restrictions, the Corporation, at its
discretion, shall either (i) issue share certificates in the name of the awardee
and hold them in escrow together with related stock powers in blank signed by
the awardee, or (ii) issue the shares in book-entry form in the name of the
awardee.  If share certificates are issued in the name of the awardee,
the awardee shall execute and deliver to the Corporation a blank stock power in
form acceptable to the Corporation with respect to each of the certificates
subject to the restricted share award.  In the case of forfeiture of
the shares, the Corporation shall use the stock power(s) to transfer ownership
of the shares to the Corporation.  Upon the lapse or termination of
the applicable restrictions, the certificate(s) and accompanying blank stock
power(s) shall be delivered to the awardee (or the awardee’s personal
representative).  If shares are issued in book-entry form, the
Corporation shall instruct its transfer agent that the shares are to be
designated as restricted on the transfer agent’s book-entry records of the
owners of the Common Stock, and may not be transferred from the name of the
awardee until the earlier of (i) in the case of forfeiture of the shares, when
the Corporation instructs its transfer agent in writing to record the shares as
owned by the Corporation (rather than by the awardee), or (ii) when requested in
writing by the awardee (or the awardee’s personal representative) after the
Corporation has instructed its transfer agent in writing that such shares are no
longer to be designated as restricted on the transfer agent’s book-entry records
due to the lapse or termination of the applicable
restrictions.  Except as provided in Section 12 hereof, the Committee,
in its discretion, may determine that dividends and other distributions on the
shares shall not be paid to the awardee until the lapse or termination of the
applicable restrictions.  Unless otherwise provided, in its
discretion, by the Committee, any such dividends or other distributions shall
not bear interest.  Upon the lapse or termination of the applicable
restrictions (and not before such time), the unpaid dividends, if any, shall be
delivered to the awardee.  From the date a restricted share award is
effective, the awardee shall be a shareholder with respect to all of the
restricted shares and shall have all the rights of a shareholder with respect to
the restricted shares, including the right to vote the restricted shares and to
receive all dividends, and other distributions paid with respect to the
restricted shares, subject only to the preceding provisions of this Section
11(d) and the other restrictions imposed by the Committee

    


    (e)           Competition.  If
an awardee of restricted shares engages in the operation of management of a
business (whether as owner, partner, officer, director, employee or otherwise)
which is in competition with the Corporation or any of its Subsidiaries or
solicits any of the Corporation’s customers or employees other than for the
benefit of the Corporation, the Committee may immediately declare forfeited all
restricted shares held by the awardee as to which the restrictions have not yet
lapsed.  Whether an awardee has engaged in the operation or management
of a business which is in competition with the Corporation or any of its
Subsidiaries or has solicited any of the Corporation’s customers or employees
other than for the benefit of Corporation, shall also be determined, in its
discretion, by the Committee, and any such determination by the Committee shall
be final and binding.

    


    


    SECTION
12

    Adjustment and Substitution
of Shares

    


    (a)           Dividends or Distributions
in Common Stock.  If a dividend or other distribution payable
in shares of Common Stock shall be declared upon the Common Stock, the number of
shares of Common Stock (i) credited to any Deferred Stock Compensation Account,
(ii) then subject to any outstanding stock options and stock appreciation rights
and (iii) which may be issued or credited under Section 1 hereof, on the date
fixed for determining the stockholders entitled to receive such stock dividend
or distribution, shall be adjusted by adding thereto the number of shares of the
Common Stock which would have been distributable thereon if such shares had been
outstanding on such date.  Shares of Common Stock so distributed with
respect to any restricted shares shall be subject to the same restrictions as
are applicable to the restricted shares on which they were
distributed.

    


    (b)           Exchanges.  If
the outstanding shares of the Common Stock shall, in whole or in part, be
changed into or exchangeable for a different number, or different kind(s) or
class(es) of shares of stock or other securities of the Corporation or another
corporation, or cash or other property, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger, consolidation or otherwise, then (i) there shall be substituted for each
share of the Common Stock credited to any Deferred Stock Compensation Account,
subject to any then outstanding stock option and stock appreciation right, and
which may be issued or credited under Section 1 hereof, the number and kind of
shares of stock or other securities or the cash or property into which each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable, and (ii) the Board shall adopt such amendments to
the Plan as it deems necessary or desirable to carry out the purposes of the
Plan, including without limitation the continuing deferral of any shares,
securities, cash or other property then credited to any Deferred Stock
Compensation Accounts.  Unless otherwise determined by the Committee,
in its discretion, any such stock or securities, as well as any cash or other
property, into or for which any restricted shares shall be changed or
exchangeable in any such transaction, shall be subject to the same restrictions
as are applicable to the restricted shares in respect of which such stock,
securities, cash or other property was issued or distributed.

    


    (c)           Option Price and Base
Price.  In case of any adjustment or substitution as provided
for in this Section 12, the aggregate option price and Base Price for all shares
subject to each then outstanding stock option and stock appreciation right,
respectively, prior to such adjustment and substitution shall be the aggregate
option price and Base Price, respectively, for all shares of stock or other
securities (including any fraction) to which such shares have been adjusted or
which shall have been substituted for such shares.  Any new option
price or Base Price per share shall be carried to at least three decimal places
with the last decimal place rounded upwards to the nearest whole
number.

    


    (d)           Other
Events.  If the outstanding shares of Common Stock shall be
changed in value by reason of any spin-off, split-off, or dividend in partial
liquidation, dividend in property other than cash or extraordinary distribution
to holders of the Common Stock, (i) the Committee shall make any adjustments to
the number of shares of Common Stock credited to any Deferred Stock Compensation
Account, and any outstanding stock option or stock appreciation right, which it
determines are equitably required to prevent dilution or enlargement of the
rights of grantees or the value of those shares of Common Stock credited to such
Deferred Stock Compensation Account which would otherwise result from any such
transaction, and (ii) unless otherwise determined by the Committee, in its
discretion, any stock, securities, cash or other property distributed with
respect to any restricted shares or for which any restricted shares shall be
exchanged in any such transaction shall be subject to the same restrictions as
are applicable to the restricted shares in respect of which such stock,
securities, cash or other property was distributed or exchanged.

    


    (e)           Fractional
Shares.  No adjustment or substitution provided for in this
Section 12 shall require the Corporation to issue or sell a fraction of a share
or other security.  Accordingly, all fractional shares or other
securities which result from any such adjustment or substitution shall be
eliminated and not carried forward to any subsequent adjustment or substitution.
Owners of restricted shares shall be treated in the same manner as owners of
Common Stock which is not subject to restrictions with respect to fractional
shares created by an adjustment or substitution of shares, except that, unless
otherwise determined by the Committee, in its discretion, any cash or other
property paid in lieu of a fractional share shall be subject to restrictions
similar to those applicable to the restricted shares exchanged
therefor.

    


    (f)           Limited
Rights.  Except as provided in this Section 12, a Director
shall have no rights by reason of any issue by the Corporation of stock of any
class or securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any
class.

    


    


    SECTION
13

    Additional Rights in Certain
Events

    


    (a) Definitions.  For
purposes of this Section 13, the following terms shall have the following
meaning:

    


    
      	
              (1)  

            	
              The
      term “Person” shall be used as that term is used in Sections 13(d) and
      14(d) of the 1934 Act.

            


    

    


    
      	
              (2)  

            	
              “Beneficial
      Ownership” shall be determined as provided in Rule 13d-3 under the 1934
      Act as in effect on the effective date of the
  Plan.

            


    

    


    
      	
              (3)  

            	
              “Voting
      Shares” 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 to elect
      directors by a separate class vote); and a specified percentage of “Voting
      Power” of a company shall mean such number of the Voting Shares 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 to elect
      Directors by a separate class
vote).

            


    

    


    
      	
              (4)  

            	
              “Tender
      Offer” shall mean a tender offer or exchange offer to acquire securities
      of the Corporation (other than such an offer made by the Corporation or
      any Subsidiary), whether or not such offer is approved or opposed by the
      Board.

            


    

    


    
      	
              (5)  

            	
              “Section
      13 Event” shall mean the date upon which any of the following events
      occurs:

            


    

    


    
      	
              (i)  

            	
              The
      Corporation acquires actual knowledge that any Person other than the
      Corporation, a Subsidiary or any employee benefit plan(s) sponsored by the
      Corporation has acquired the Beneficial Ownership, directly or indirectly,
      of securities of the Corporation entitling such Person to 20% or more of
      the Voting Power of the
Corporation;

            


    

    


    
      	
              (ii)  

            	
              (a)
      A Tender Offer is made to acquire securities of the Corporation entitling
      the holders thereof to 20% or more of the Voting Power of the Corporation;
      or (b) Voting Shares are first purchased pursuant to any other Tender
      Offer;

            


    

    


    
      	
              (iii)  

            	
              At
      any time less than 60% of the members of the Board shall be individuals
      who were either (a) directors on the effective date of the Plan or (b)
      individuals whose election, or nomination for election, was approved by a
      vote (including a vote approving a merger or other agreement providing the
      membership of such individuals on the Board) of at least two-thirds of the
      directors then still in office who were directors on the effective date of
      the Plan or who were so approved;

            


    

    


    
      	
              (iv)  

            	
              The
      shareholders of the Corporation shall approve an agreement or plan
      providing for the Corporation to be merged, consolidated or otherwise
      combined with, or for all or substantially all its assets or stock to be
      acquired by, another corporation, as a consequence of which the former
      shareholders of the Corporation will own, immediately after such merger,
      consolidation, combination or acquisition, less than a majority of the
      Voting Power of such surviving or acquiring corporation or the parent
      thereof; or

            


    

    


    
      	
              (v)  

            	
              The
      shareholders of the Corporation shall approve any liquidation of all or
      substantially all of the assets of the Corporation or any distribution to
      security holders of assets of the Corporation having a value equal to 10%
      or more of the total value of all the assets of the
      Corporation;

            


    

    


    provided,
however, that (A) if securities beneficially owned by a grantee are included in
determining the Beneficial Ownership of a Person referred to in paragraph 5(i)
hereof or (B) a grantee is required to be named pursuant to Item 2 of the
Schedule 14D-1 (or any similar successor filing requirement) required to be
filed by the bidder making a Tender Offer referred to in paragraph 5(ii), then
no Section 13 Event with respect to such grantee shall be deemed to have
occurred by reason of such event.

    


    (b) Acceleration of the Exercise
Date of Stock Options and Stock Appreciation Rights.  Unless
the agreement referred to in Section 10(H) hereof, or an amendment thereto,
shall otherwise provide, notwithstanding any other provision contained in the
Plan, in case any Section 13 Event occurs all outstanding stock options and
stock appreciation rights shall become immediately and fully exercisable whether
or not otherwise exercisable by their terms.

    


    (c) Extension of the Expiration
Date of Stock Options and Stock Appreciation Rights.  Unless
the agreement referred to in Section 10(H) hereof, or an amendment thereto,
shall otherwise provide, notwithstanding any other provision contained in the
Plan, all stock options and stock appreciation rights held by a grantee whose
service with the Corporation as a Director terminates within one year of any
Section 13 Event for any reason shall be exercisable for the longer of (i) a
period of three months from the date of such termination of service or (ii) the
period specified in Section 10(F) hereof, but in no event after the expiration
date of the stock option or stock appreciation right.

    


    (d) Lapse of Restrictions on
Restricted Share Awards.  Unless the agreement referred to in
Section 11 hereof, or an amendment thereto, shall otherwise provide,
notwithstanding any other provision contained in the Plan, if any Section 13
Event occurs prior to the scheduled lapse of all restrictions applicable to
restricted share awards under the Plan, all such restrictions shall lapse upon
the occurrence of any such Section 13 Event regardless of the scheduled lapse of
such restrictions.

    


    


    SECTION
14

    Administration of Plan;
Hardship Withdrawal

    


    Except
where the terms of the Plan specifically grant authority to the Committee of the
Board or where the Board delegates authority to the Committee, full power and
authority to construe, interpret, and administer the Plan shall be vested in the
Board.  Decisions of the Committee and the Board shall be final,
conclusive, and binding upon all parties.  Notwithstanding the terms
of a Stock Deferral Election or a Meeting Fee Deferral Election made by a
Director hereunder, the Committee may, in its sole discretion, permit the
withdrawal of shares credited to a Deferred Stock Compensation Account with
respect to Director Fees or Meeting Fees previously payable upon the request of
a Director or the Director's representative, or following the death of a
Director upon the request of a Director's Beneficiary or such beneficiary's
representative, if the Board determines that the Director or the Director's
Beneficiary, as the case may be, is confronted with an unforeseeable
emergency.  For this purpose, an unforeseeable emergency means a
severe financial hardship to the Director or the Director’s Beneficiary
resulting from an illness or accident of the Director or the Director’s
Beneficiary, the spouse, or a dependent (as defined in Section 152(a) of the
Code) of the Director or the Director’s Beneficiary, loss of the Director or the
Director’s Beneficiary’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director or the Director’s Beneficiary.  The
Director or the Director's Beneficiary shall provide to the Committee evidence
as the Committee, in its discretion, may require to demonstrate such emergency
exists and financial hardship would occur if the withdrawal were not
permitted.  The withdrawal shall be limited to the amount reasonably
necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Director or the Director’s Beneficiary’s assets (to the extent the liquidation
of such assets would not itself cause severe financial hardship) or by the
cessation of deferrals under the Plan.  Cash needs arising from
foreseeable events, such as the purchase or building of a house or education
expenses, will not be considered to be the result of an unforeseeable financial
emergency.  Payment shall be made, as soon as practicable after the
Committee approves the payment and determines the number of shares which shall
be withdrawn in a single lump sum from the Deferred Stock Compensation
Account(s) providing for the latest payments or series of
payments.  No Director shall participate in any decision of the
Committee regarding such Director's request for a withdrawal under this Section
14.

    


    


    SECTION
15

    Fair Market
Value

    


    Fair
Market Value of the Common Stock shall be the mean between the following prices,
as applicable, for the date as of which Fair Market Value is to be determined as
quoted in The Wall Street
Journal (or in any other reliable publication as the Board of the
Corporation or its delegate, in its discretion, may determine to rely
upon):

    


    
      	
               
      

            	
              (a)

            	
              if
      the Common Stock is listed on the New York Stock Exchange, the highest and
      lowest sales prices per share of the Common Stock as quoted in the
      NYSE-Composite Transactions listing for such
  date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      the Common Stock is not listed on such exchange, the highest and lowest
      sales prices per share of Common Stock for such date on (or on any
      composite index including) the principal United States securities exchange
      registered under the Securities Exchange Act of 1934, as amended (the
      "1934 Act") on which the Common Stock is listed;
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the Common Stock is not listed on any such exchange, the highest and
      lowest sales prices per share of the Common Stock for such date on the
      National Association of Securities Dealers Automated Quotations System or
      any successor system then in use
("NASDAQ").

            


    

    


    If there
are no such sale price quotations for the date as of which Fair Market Value is
to be determined but there are such sale price quotations within a reasonable
period both before and after such date, then Fair Market Value shall be
determined by taking a weighted average of the means between the highest and
lowest sales prices per share of the Common Stock as so quoted on the nearest
date before and the nearest date after the date as of which Fair Market Value is
to be determined.  The average should be weighted inversely by the
respective numbers of trading days between the selling dates and the date as of
which Fair Market Value is to be determined.  If there are no such
sale price quotations on or within a reasonable period both before and after the
date as of which Fair Market Value is to be determined, then Fair Market Value
of the Common Stock shall be the mean between the bona fide bid and asked prices
per share of Common Stock as so quoted for such date on NASDAQ, or if none, the
weighted average of the means between such bona fide bid and asked prices on the
nearest trading date before and the nearest trading date after the date as of
which Fair Market Value is to be determined, if both such dates are within a
reasonable period.  The average is to be determined in the manner
described above in this Section 15.  If the Fair Market Value of the
Common Stock cannot be determined on the basis previously set forth in this
Section 15 on the date as of which Fair Market Value is to be determined, the
Board or its delegate shall in good faith determine the Fair Market Value of the
Common Stock on such date.  Fair Market Value shall be determined
without regard to any restriction other than a restriction which, by its terms,
will never lapse.

    


    


    SECTION
16

    Securities Laws; Issuance of
Shares

    


    The obligation of the Corporation to
issue or credit shares of Common Stock under the Plan shall be subject
to:

    


    
      	
              (i)  

            	
              the
      effectiveness of a registration statement under the Securities Act of
      1933, as amended, with respect to such shares, if deemed necessary or
      appropriate by counsel for the
Corporation;

            


    

    


    
      	
              (ii)  

            	
              the
      condition that the shares shall have been listed (or authorized for
      listing upon official notice of issuance) upon each stock exchange, if
      any, on which the Common Stock shares may then be listed;
    and

            


    

    


    
      	
              (iii)  

            	
              all
      other applicable laws, regulations, rules and orders which may then be in
      effect.

            


    

    


    If, on
the date on which any shares of Common Stock would be issued pursuant to a
current stock payment under Section 3(a) hereof or credited to a Deferred Stock
Compensation Account and after consideration of any shares of Common Stock
subject to outstanding stock options and stock appreciation rights and awards of
restricted shares, sufficient shares of Common Stock are not available under the
Plan or the Corporation is not obligated to issue shares pursuant to this
Section 16, then no shares of Common Stock shall be issued or credited but
rather, in the case of a current stock payment under Section 3(a) hereof, cash
shall be paid in payment of the Director Fees payable, and in the case of a
Deferred Stock Compensation Account, Director Fees and Meeting Fees shall be
credited in cash to a deferred cash compensation account in the name of the
Director.  The Board shall adopt appropriate rules and regulations to
carry out the intent of the immediately preceding sentence if the need for such
rules and regulations arises.

    


    


    SECTION
17

    Governing Law;
Integration

    


    The
provisions of this Plan shall be interpreted and construed in accordance with
the laws of the Commonwealth of Pennsylvania.  The Plan contains all
of the understandings and representations between the Corporation and any of the
Directors and supersedes any prior understandings and agreements entered into
between them regarding the subject matter of the Plan.  There are no
representations, agreements, arrangements or understandings, oral or written,
between the Corporation and any of the Directors relating to the subject matter
of the Plan which are not fully expressed in the Plan.

    


    


    SECTION
18

    Effect
of the Plan on the

    Rights of Corporation and
Shareholders

    


    Nothing
in the Plan or in any stock option, stock appreciation right or restricted share
award under the Plan or in any agreement providing for any of the foregoing or
any amendment thereto shall confer any right to any person to continue as a
Director of the Corporation or interfere in any way with the rights of the
shareholders of the Corporation or the Board to elect and remove
Directors.

    


    


    SECTION
19

    Amendment and
Termination

    


    (a)           General.  The
right to amend the Plan at any time and from time to time and the right to
terminate the Plan at any time are hereby specifically reserved to the Board;
provided that no amendment of the Plan shall:

    


    
      	
               
      

            	
              (i)

            	
              be
      made without shareholder approval if shareholder approval of the amendment
      is at the time required by the rules of the NASDAQ National Market System
      or any stock exchange on which the Common Stock may then be listed;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              otherwise
      amend the Plan in any manner that would cause the shares of Common Stock
      issued or credited under the Plan not to qualify for the exemption from
      Section 16(b) of the 1934 Act provided by Rule
  16b-3.

            


    

    


    No
amendment or termination of the Plan shall, without the written consent of the
holder of shares of Common Stock issued or credited under the Plan or the holder
of a stock option, stock appreciation right or restricted shares theretofore
granted or awarded under the Plan, adversely affect the rights of such holder
with respect thereto.

    


    (b)           Rule
16b-3.  Notwithstanding anything contained in the preceding
paragraph or any other provision of the Plan, the Board shall have the power to
amend the Plan in any manner deemed necessary or advisable for shares of Common
Stock issued or credited under the Plan to qualify for the exemption provided by
Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of
the 1934 Act), and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding shares of Common Stock
theretofore issued or credited under the Plan.

    


    (c)           Termination
Date.  Notwithstanding any other provision of the
Plan:

    


    
      	
               
      

            	
              (i)

            	
              no
      shares of Common Stock shall be issued or credited on a Payment Date under
      the Plan after November 15, 2014;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              no
      shares of Common Stock shall be credited with respect to Meeting Fees
      payable under the Plan after November 15,
2014;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              no
      stock option or stock appreciation right shall be granted under the Plan
      after November 15, 2014; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              no
      restricted shares shall be awarded under the Plan after November 15,
      2014.

            


    

    


    


    SECTION
20

    Effective
Date

    


    The
effective date and date of adoption of the Plan shall be December 9, 1994, the
date of adoption of the Plan by the Board.