Exhibit 10.E


DONALDSON COMPANY, INC.

1991 MASTER STOCK COMPENSATION PLAN


I. GENERAL


Section 1.01 Purpose of the Plan.


          The
purpose of the 1991 Master Stock Compensation Plan is to enhance the long-term
profitability of Donaldson and shareholder value by offering stock based
incentives in addition to current compensation to those individuals who are key to the growth and success of Donaldson.


Section
1.02 Definitions.


          For
all purposes of the Plan, the following terms shall have the meanings assigned
to them, unless the context otherwise requires:


          (a)
“Award”
means any award described in Parts II and III.


          (b)
“Award Agreement” means
an agreement entered into between Donaldson and a Participant setting forth the terms and conditions applicable to the
Award granted to the Participant.


          (c)
“Change in Control”. A
“Change in Control” of Donaldson shall have occurred if (i) any “person”, as such term is used in Sections
13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than Donaldson, any trustee or other fiduciary holding securities under
an employee benefit plan of Donaldson or any corporation owned, directly or
indirectly, by the shareholders of Donaldson in
substantially the same proportions as their ownership of stock of Donaldson),
either is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of Donaldson representing 30% or more of the combined
voting power of Donaldson’s then outstanding securities, (ii) during any
period of two consecutive years (not including any period prior to the
effective date of this Plan), individuals who at the beginning of such period
constitute the Board of Directors of Donaldson (the “Board” ), and any new director (other than a director designated
by a person who has entered into an agreement
with Donaldson to effect a transaction described in clause (i), (iii) or (iv)
of this subparagraph) whose election by the Board or nomination for
election by Donaldson’s shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a
majority thereof, unless the approval of the election or nomination for
election of such new directors was in connection with an actual or
threatened election or proxy contest, (iii) the shareholders of Donaldson approve a merger or consolidation of
Donaldson with any other corporation, other than (A) a merger or consolidation
which would result in the voting securities of Donaldson outstanding
immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity)
more than 80% of the combined voting power of the voting securities of Donaldson or such surviving entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of Donaldson (or similar transaction)
in which no “person” (as hereinabove
defined) acquires more than 30% of the combined voting power of Donaldson’s then outstanding securities or (iv) the
shareholders of Donaldson approve a plan of complete liquidation of
Donaldson or an agreement for the sale or disposition by Donaldson of all or
substantially all of Donaldson’s assets or
any transaction having a similar effect (the date upon which an event described
in clause (i), (ii), (iii) or (iv) of this paragraph (c) occurs shall be
referred to herein as an “Acceleration Date”).


          (d)
“Committee”
means the subcommittee (or subcommittees as may be necessary) of the Human Resources Committee of
the Board of Directors (the “Board”) appointed to administer the Plan and constituted so as to
satisfy the legal requirements, including any such requirements for
disinterested administration, imposed by Rule 16b-3 of the Exchange Act (“Rule
16b-3”).


          (e)
“Common
Stock” means the Common Stock of Donaldson, par value $5.00 per share,
including treasury
Shares and authorized but unissued Shares or any security of Donaldson issued
in substitution, exchange or in
lieu thereof.


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          (f) “Donaldson” means Donaldson Company,
Inc. and
its Subsidiaries.


          (g) “Limitation Amount” means with respect
to any
Plan Year, one and one half (11⁄2) percent of the Outstanding Shares.


          (h) “Market Value” of Common Stock as of any
date means the closing sales price on such date on the New York Stock Exchange, or if there was no sale on that date, then,
unless otherwise specifically set forth hereinafter, on the preceding date on which a sale occurred.


          (i) “Outstanding Shares”
means, with respect to any Plan Year, the outstanding Shares of Common Stock, outstanding
Common Stock equivalents (as determined by Donaldson in the calculation of
earnings per share
on a fully diluted basis) and Treasury Shares as reported in the Annual Report
on Form 10-K of Donaldson for the most recent fiscal year that ends during the
Plan Year.


          (j) “Participant” means
an individual who has been granted an Award pursuant to the Plan.


          (k) “Plan” means this
1991 Master Stock Compensation Plan. 


          (l) “Plan Year” means the calendar
year.


          (m) “Shares” means
shares of Common Stock.


          (n) “Subsidiary” means
any corporation or other entity of which a majority of the voting power is owned, directly or indirectly, by Donaldson,
or which is otherwise controlled by Donaldson.


Section
1.03 Shares Subject to the Plan.


          (a)
Subject
to adjustments authorized by Section 1.05 and the provisions of the remaining
subsections of this Section 1.03, the number of Shares with respect to which Awards may
be issued under the Plan in any Plan Year shall not exceed the Limitation
Amount; provided that any Shares with respect to which Awards may be issued, but are
not issued, under the Plan in any Plan Year shall be carried forward and shall
be available to be covered by
Awards issued in any subsequent Plan Year in which Awards may be issued under
the Plan.


          (b) In the event any options
granted under the Plan shall terminate or expire for any reason without having been exercised in full, the Shares not
purchased under such options shall again be available under the Plan.


          (c) In the event Shares that
are the subject of Awards under the Plan are subsequently forfeited to Donaldson pursuant to the applicable
restrictions or Award Agreement, such Shares shall again be available under the Plan.


          (d)
If a
Participant exercises a stock appreciation right, any Shares covered by the
stock appreciation right in excess of the number of Shares issued (or, in the
case of a settlement in cash or any other form of property, in excess of the
number of Shares equal in value to the amount of such settlement, based on the
Market Value of such Shares on the date of such exercise) shall again be
available under the Plan.


          (e) If pursuant to the terms of the Plan a
Participant uses Shares to (i) pay a purchase or exercise price, including an
option exercise price, or (ii) satisfy tax withholding or payment requirements,
such Shares shall become available for grant
under the Plan; provided, however, that such Shares shall not become available
for grant under the Plan unless the
Committee determines that this provision would be in compliance with the
applicable requirements of Rule 16b-3 and other applicable law.


          (f) The Shares that again
become available under the Plan pursuant to Subsections (b), (c), and (d) above, and the Shares that become
available under the Plan pursuant to Subsection (e) above, shall be in addition to the number of Shares authorized by
Subsection (a) above.


          (g) Subject to the foregoing
provisions of this Section 1.03, the grant of an Award, the payment or settlement of which may
be made in Shares, shall be deemed to be a grant of Shares equal to the greater
of the number of Shares that may
be issued under the Award or the number of Shares on the basis of which the Award is calculated. The grant of an Award that is
convertible into, or exercisable for, Shares shall be deemed to be a
grant of Shares equal to the number of Shares into which the Award is
convertible or exercisable on the date of
grant. Where the value of an Award is variable on the date it is granted, the
value of the Award


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shall be deemed to be equal
to the maximum limitation on the number of Shares that may be granted or
purchased under the Award. Where two or more Awards are granted with respect to
the same Shares, such Shares shall be taken
into account only once for purposes of this Section 1.03.


          (h) Shares authorized or issued under any
other plan or which are not specifically issued pursuant to this Plan, shall not reduce the number of Shares with
respect to which Awards may be issued under this Plan.


Section
1.04 Administration of the Plan.


          The Plan shall be
administered by the Committee which shall in its sole discretion determine:


          (a) the individuals to
participate in the Plan;


          (b) the number of Shares to
be covered by Awards granted under the Plan and the price to be paid, if any, for such Shares;


          (c) the size and terms of
the Awards, any performance periods and objectives, and range of achievement
percentages;


          (d) the provisions governing the disposition of
an Award in the event of retirement, disability, death or other termination of a Participant’s employment or
relationship to Donaldson; and


          (e) the interpretation,
construction and implementation of the Plan.


          All determinations of
the Committee shall be by a majority of its members. Decisions and
determinations by the Committee shall be final.


Section
1.05 Adjustments Upon Changes in Capitalization.


          (a) In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or
other property), extraordinary cash dividend, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up,
combination, repurchase, or exchange of Shares or other securities,
exercisability of stock purchase rights received under the rights plan, issuance of warrants or other rights to purchase
Shares or other securities, or other similar corporate transaction or event affects the Shares with
respect to which Awards have been or may be issued under the Plan, such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee, in such manner as
the Committee may deem equitable, may adjust any or all of (i) the number and
type of Shares that thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other
securities or property) subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect
to any Award, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; provided, in each case, that with
respect to incentive stock options, no such adjustment shall be authorized to
the extent that such adjustment would cause such options to violate Section 422
of the Internal Revenue Code of 1988 as
amended (the “Code”) or any successor provision; and provided further, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.


          (b) In the event of a corporate merger,
consolidation, acquisition of property or stock, reorganization or liquidation, the Committee shall be authorized to
cause the Corporation to issue or to assume stock options or stock
appreciation rights, whether or not in a transaction to which Section 424(a) of
the Code applies, by means of substitution of
new options or rights for previously issued options or rights or an assumption
or previously issued options or
rights, but only if and to the extent that such substitution or assumption is consistent with the other provisions of the Plan,
with the applicable requirements of Rule 16b-3, and with any other
applicable law.


Section
1.06 Effective Date.


          The effective date of
the Plan shall be the date upon which the Plan shall be approved by the shareholders of Donaldson. Unless the Plan is
terminated earlier in accordance with Section 1.07 hereof, the Plan shall remain in full force and effect until
the close of business on December 31, 2001, at which time the right to
grant Awards under the Plan shall terminate automatically unless the
Shareholders of Donaldson approve an extension or renewal. Any Awards granted
under the Plan before such termination date shall continue to be governed, thereafter, by the terms of the Plan and of the
Awards.


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Section
1.07 Amendment or Termination of Plan.


          The Board may at any
time terminate the Plan or from time to time amend or revise the terms of the Plan or any part thereof
without further action of the shareholders; provided, however, that the Board
may not amend the Plan in any
manner or by any procedure that would result in noncompliance with Rule 16b-3
or any applicable law.


          Notwithstanding any of
the above, on or after the occurrence of a Change in Control, no direct or
indirect alteration,
amendment, suspension, termination or discontinuance of the Plan, no
establishment or modification of
rules, regulations or procedures under the Plan, no interpretation of the Plan
or determination under the Plan, and no exercise of authority or discretion
vested in the Committee under any provision of the Plan (collectively or individually, a “Change”) shall be made if such
Change(1)
is not required by applicable law, necessary to meet the requirements of
Rule 16b-3, or required to preserve the qualification of incentive stock
options under the Code, and(2) would have the effect of:


          (i) eliminating,
reducing or otherwise adversely affecting a Participant’s, former Participant’s
or beneficiary’s
right with respect to any Award (including without limitation any Award
previously deferred and unpaid
(including any appreciation, dividend equivalents, interest, or other earnings
thereon) in accordance with a deferral
election made prior to such Change and in accordance with any investment or
payment option permitted (irrespective of any requirement for approval)
pursuant to rules, regulations or procedures in effect on the date immediately preceding the date on which the Change in Control
occurs),


          (ii) altering the
meaning or operation of the definition of “Change in Control” in Section 1.02
hereof (and of the definition of all the defined terms that appear in the
definition of “Change in Control”), the provisions of this Section 1.07 or Section 1.13 or any rule,
regulation, procedure, provision or determination made or adopted prior to the
Change in Control pursuant to this Section 1.07 or any provision in any rule, regulation, procedure, provision or determination
made or adopted pursuant to the Plan that becomes effective upon the
occurrence of a Change in Control (collectively, the “Change in Control
Provisions”), or


          (iii) undermining or frustrating the intent
of the Change in Control Provisions to secure for Participants, former Participants and beneficiaries the maximum
rights and benefits that can be provided under the Plan.


          Upon and after the occurrence of a Change in
Control, all rights of all Participants, former Participants and beneficiaries under the Plan (including
without limitation any rules, regulations or procedures promulgated under the Plan) shall be contractual rights
enforceable against Donaldson and any successor to all or substantially
all of the Donaldson’s business or assets.


Section 1.08 Withholding of Tax.


          Each participant, as a condition precedent to
the issuance of Shares hereunder, shall make arrangements with Donaldson for
payment or withholding of the amount of any tax required by any government
authority to be withheld and paid by
Donaldson to such government authority for the account of the participant.


Section 1.09 Employment.


          Nothing in the Plan and
no grant of an Award shall be deemed to grant any right of continued employment to a participating employee or to
limit or waive any rights of Donaldson to terminate such employment at any
time, with or without cause.


Section 1.10 Rights as Shareholders.


          A participating employee shall have no rights
whatsoever as a shareholder of Donaldson with respect to any Shares covered by an Award until the date of
issuance of a stock certificate pursuant to the terms of such Award.


Section
1.11 Unfunded Plan.


          The Plan shall be
unfunded. Donaldson shall not be required to segregate any assets that may at
any time be
represented by Awards made pursuant to the Plan. Neither Donaldson nor the
Board shall be deemed to be a
trustee of any amounts to be paid under the Plan. Any liability of Donaldson to
any Participant, former Participant or beneficiary with respect to an Award
shall be based solely upon contractual obligations created by the Plan and the Award Agreement. No such
obligation shall be deemed to be secured by any pledge of or any encumbrance on any property of Donaldson.


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Section 1.12 No Fractional Shares.


          No fractional Shares shall be issued pursuant
to the Plan or any Award. The Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of
fractional Shares, or whether fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.


Section 1.13 Change in Control. In the event of a Change in
Control of Donaldson:


          (a) any outstanding options and stock
appreciation rights granted under the Plan not previously vested and
exercisable shall become fully vested and exercisable and shall remain
exercisable thereafter until they are either
exercised or expire by their terms;


          (b) performance objectives applicable to Awards
granted under the Plan shall be deemed to have been met at 100% of target then prorated on the basis of the portion of the
performance period that has expired; and


          (c)
the
restrictions applicable to any restricted Shares awarded under the Plan shall
lapse and such Shares shall become
fully vested.


II. EMPLOYEE AWARDS


Section
2.01


          The following types of
Awards may be granted under this Part II, singly or in combination or in tandem
with other Awards (or with
awards under other plans of Donaldson) as the Committee may determine. All such
Awards shall be in a form determined by the Committee provided that no Award
may be inconsistent with the terms of the
Plan and must be set forth in an Award Agreement.


Section
2.02 Grant of Stock Options.


          Any employee (including officers and employee
directors) regularly employed by Donaldson shall be eligible to receive options hereunder. No option may be granted to any
employee who owns more than 5% of the Common Stock.


          Options shall be
evidenced by written Award Agreements. The Award Agreements, in such form as
the Committee shall from time to
time approve, shall contain the terms and conditions of such option including the following:


          (a) Time of Exercise. An employee may exercise
an option at such
time or times as determined by the Committee
at the time of the grant; provided, however, that all rights to exercise an
incentive stock option shall expire
not more than ten years after the date such option is granted.


          (b) Exercise Price. The exercise price per
share of Common Stock
deliverable upon the exercise of an option
shall be determined by the Committee at the time of grant and clearly set forth
in the Award Agreement; but shall not
be less than the Market Value of the Shares on the date the option is granted.


          (c) Exercise of Options. To exercise an option
in whole or in part,
the Participant employee shall give written
notice to Donaldson’s Treasurer at the principal offices of Donaldson of the
exercise of the option, stating the number of Shares with respect to which the
Participant is so exercising and accompanying such notice with full
payment of the exercise price for such number of Shares. Payment of the
exercise price may be made in cash or, with the consent of the Committee, in
whole or in part through the delivery or attestation to the ownership of Common Stock valued at the Market Value on the day
preceding the date of exercise provided that in the case of attestation,
the Shares transferred upon exercise of the option shall be net of the number
of Shares attested to. Subject to rules established by the Committee, the
amount of any tax required to be paid or withheld pursuant to Section 1.08 may
be satisfied by Donaldson withholding Shares issued on exercise having a Market
Value on the day preceding the date of exercise equal to such taxes; provided,
that the number of Shares so withheld shall
be rounded up to avoid the necessity of issuing fractional Shares.


          (d) The Committee may grant
“reload” options pursuant to which, subject to the terms and conditions established by the
Committee and any applicable requirements of Rule 16b-3 or any other applicable
law, the Participant
would be granted a new option when the payment of the exercise price of a
previously granted


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option is made by the
delivery or attestation to ownership of Common Stock owned by the Participant,
as described in Section 2.02(c) hereof, which
new option (i) would be an option to purchase the number of Shares provided as consideration upon the exercise
of the previously granted option and (ii) would have a per share exercise price equal to the Market Value as
of the date of grant of the new option.


Section
2.03 Stock Appreciation Rights.


          The Committee may grant
stock appreciation rights under the Plan. A Stock Appreciation Right (SAR) is a right, denominated in Shares, to
receive, upon surrender of the right (or of both the right and a related option
in the case of a tandem right) in whole or in part, but without payment, an
amount (payable in Shares, in cash, or a combination thereof as the Committee
shall determine) that does not exceed the excess of the Market Value on the
exercise date of the number of Shares for which the SAR is exercised over the
exercise price of such right, which exercise price shall not be less than the
Market Value for such Shares on the date the
right was granted (or, in the case of an option with tandem SAR not less than
the option price that the optionee otherwise would have been required to
pay for such Shares); provided that, in the case of any SAR granted
retroactively in tandem with or in substitution for another Award (or any
outstanding award granted under any other plan of Donaldson), the exercise
price shall not be less than the Market Value for the number of Shares for
which the SAR is exercised on the date of grant of the other Award (or award).
The exercise of SARs for cash by a Participant who is an officer or a director
for purposes of Sections 16(a) and 16(b) of the Exchange Act or any successor
thereto, shall be subject to the requirements of Rule 16b-3. Upon exercise of a
tandem SAR as to some or all of the Shares covered by the grant, the related
stock option shall be canceled automatically to the extent of the number of
Shares covered by such exercise. If a related stock option is exercised as to
some or all of the Shares covered by the grant, the tandem SAR, if any, shall
be canceled automatically to the extent of
the number of Shares covered by the stock option exercise.


Section
2.04 Incentive Stock Options.


          At the discretion of the
Committee, options granted under Section 2.02 above may be designated incentive stock options in compliance with
Section 422 of the Code or any successor section, as it may be amended from time to time, and the regulations
thereunder.


          Incentive stock options shall be evidenced by
written Award Agreements and may be granted only with respect to Shares of
Common Stock. The aggregate number of Shares for which incentive stock options
may be granted under the Plan shall not exceed 1,000,000 Shares of Common
Stock, subject in any Plan Year to the
limitations imposed and adjustments required by Section 1.03 hereof and subject
to the adjustment provisions set forth in Section 1.05 hereof. Incentive
stock options may not be granted under the Plan after November 15, 2001.


Section
2.05 Restricted Stock.


          The Committee may grant to any employee
restricted stock, for no cash consideration, if permitted by applicable law, or
for such other consideration as may be determined by the Committee and
specified in the Award Agreement which sets forth the Award. The terms and
conditions of Awards of restricted stock shall be determined by the Committee.
Unless otherwise specified in the Award Agreement, holders of restricted stock shall have the right to vote such Shares and
receive cash and stock dividends on such shares.


          Any restricted stock issued hereunder may be
evidenced in such manner as the Committee in its sole discretion shall deem
appropriate, including, without limitation, bookentry registration or issuance
of a stock certificate or certificates, and
may be held in escrow by such party as the Committee in its sole discretion
shall designate. In the event any stock certificate is issued in respect
of restricted stock granted hereunder and not held in escrow, such certificate
shall bear an appropriate legend with respect to the restrictions applicable to
such Award.


Section
2.06 Other Stock-Based Awards.


          The Committee may grant Awards (other than
the Awards described above) under the Plan that consist of or are denominated
in or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, Shares, provided that such grants must comply with Rule
16b-3 and other applicable law. The Committee
may subject such Awards to such restrictions on transfer and/or such other
restrictions on incidents of
ownership as the Committee may determine, provided that such restrictions must
be consistent


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with
the terms of the Plan. The Committee may grant Awards under this Section 2.06
that require no payment of consideration by the Participant (other than services
previously rendered or, as may be permitted by applicable law, services to be rendered), either on the date of grant
or the date any restriction(s) thereon are removed.
In addition, the Committee may grant Awards under this Section 2.06 that
provide to the Participant the right to purchase Shares, provided that the
purchase price or exercise price, if any, shall in no event be less than
the Market Value for such Shares on the date of grant; provided that, in the
case of any Award granted retroactively in
tandem with or in substitution for another Award (or any outstanding award
granted under any other plan of Donaldson) the purchase price or
exercise price, if any, shall not be less than the Market Value on the date of grant of the other Award (or
award).


Section 2.07 Dollar-Denominated Awards.


          The Committee may grant cash Awards under the
Plan that are denominated in, valued by reference to, or otherwise based on or
related to, a designated dollar amount or amounts (including dollar amounts
that are determined pursuant to a formula), as determined by the Committee, and
that are determined in accordance with the achievement of long-term performance
criteria applicable to Donaldson, a Subsidiary, division, operating unit or
individual Participant, as determined by the Committee. Awards granted pursuant
to this Section 2.07 shall be payable only in cash.


Section
2.08 Dividend Equivalents


          The Committee may grant dividend equivalents
in respect of Awards. In respect of any such Award that is outstanding on a dividend record date for the Shares covered by the
Award, the Participant may be credited with
an amount equal to the amount of cash or stock dividends that would have been
paid on the Shares covered by the Award if the covered Shares had been
issued and outstanding on the dividend record date. Subject to the terms of the
Plan and any applicable Award Agreements, the Committee shall establish such
rules and procedures governing the crediting of dividend equivalents, including
the timing and payment contingencies that apply to the dividend equivalents, as
the Committee deems necessary or appropriate and which rules and procedures shall comply with Rule 16b-3 and other
applicable law. Dividend equivalents shall be paid only in cash.


Section 2.09 Non-Transferability of Awards.


          Awards (other than
Restricted Shares, the restrictions upon which have lapsed) are not
transferable by an employee
other than by will or the laws of descent and distribution. During the
employee’s lifetime, stock options and stock
appreciation rights may be exercised only by such employee. Notwithstanding the
above, transferability of stock option
grants is permitted with the approval of the Committee.


III. NONEMPLOYEE DIRECTOR AWARDS


Section 3.01 Eligible Participants.


          Each member of the Board
from time to time who is not a full time employee of Donaldson shall be an eligible participant
(“Part III Participant”) for an Award under this Part III.


Section 3.02 Deferred Shares in Lieu of Retainer or Meeting
Fees.


          (a) Automatic
Receipt of Restricted Shares. Thirty percent (30%) of the annual retainer payable to a
Part III
Participant for service on the Board shall be payable solely by crediting to
such Part III Participant’s deferred
stock account (a “Deferred Stock Account”) a number of Shares having a Fair
Market Value equal to 30% of such annual retainer. Such Part III Participant
shall receive the Shares held in his or her Deferred Share Account in accordance with the terms of Section 3.09 below. The
Shares shall be issued to a Part III Participant in accordance with the
election made by such Part III Participant prior to the commencement of the
service year for which services will be rendered to the Board; provided that, if no such election is made, all
such Deferred Shares shall be deferred until such Part III Participant’s
retirement from service on the Board.


          (b)
Election To Receive Additional Restricted Shares. Each Part III Participant
shall have the right to elect to
receive up to 100% of his or her annual retainer for services on the Board
which would otherwise be payable in cash
(other than fees which have been deferred under the Company’s Compensation Plan
for


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Nonemployee Directors), in
the form of Shares. Any part of the annual retainer elected to be so deferred
shall be payable in Shares held in his or her Deferred Share Account in
accordance with the terms of Section 3.09 below.
The number of Shares to be credited to a Part III Participant’s Deferred Stock
Account hereunder shall be
determined in accordance with Section 3.02(d) of this Plan. Such election must
be made prior to the service year for
which the annual retainer is to be so deferred. Elections under this Subsection
3.02(b) shall remain in effect from
year to year until changed by the Part III Participant. No change shall be
effective until the next service
year.


          (c) Election
to Receive Deferred Shares in Lieu of Meeting Fees. Each Part III
Participant may also elect to be
credited with Shares in lieu of all or any portion of the meeting fees
otherwise payable to such Part III Participant. The number of Shares to be
credited to a Part III Participant’s Deferred Stock Account hereunder shall be
determined in accordance with Section 3.02(d) of this Plan. Such election must
be made prior to the service year for which
the annual retainer is to be so deferred. Elections under this Subsection
3.02(c) shall remain in effect from year to year until changed by the
Part III Participant. No change shall be effective until the next service year.


          (d) Credits
to Deferred Stock Account for Elective Deferrals. On December 1 and on June
1 of each service
year (each a “Credit Date”), a Part III Participant shall receive a credit to
his or her Deferred Stock Account. The amount of the credit on December 1 shall be
the number of Shares (rounded to the nearest one-hundredth of a share) determined by dividing
(i) an amount equal to the portion of the annual retainer fees for the upcoming
service year specified for deferral pursuant to Section 3.04 and the meeting
fees payable to
such Part III Participant on such Credit Date for meetings attended since the
preceding Credit Date and specified for deferral pursuant to Section 3.04, by (ii)
the Fair Market Value of one Share on such Credit Date. The amount of the credit
on June 1 shall be the number of Shares (rounded to the nearest one-hundredth
of a share)
determined by dividing (i) an amount equal to the meeting fees payable to such
Part III Participant on such Credit Date for meetings attended since the preceding Credit
Date and specified for deferral pursuant to Section 3.04, by (ii) the Fair Market Value of
one Share on such Credit Date.


Section 3.03 Issuance of Stock in Lieu of Cash.


          The Company shall not
issue fractional shares; however, fractional shares will be credited to the
Deferred Stock Accounts (rounded
to the nearest one-hundredth share). Whenever, under the terms of this Plan, a fractional share would be required to be issued,
an amount in lieu thereof shall be paid in cash for such fractional share based
upon the same Fair Market Value as was utilized to determine the number of
Shares to be issued on the relevant
issue date.


Section
3.04 Manner of Making Deferral Election.


          A Part III Participant
may elect to defer payment of a portion of the annual retainer or meeting fees pursuant to Sections 3.02(b) or (c) of this Plan
by filing, no later than November 15 of each year (or by such other date as the Administrator shall determine),
an irrevocable election with the Administrator on a form provided for
that purpose (“Deferral Election”). The Deferral Election shall be effective
with respect to the annual retainer and meeting fees payable on or after
December 1 of the following service year unless the Part III Participant shall
revoke or change the election in accordance with the procedure set forth in
Section 3.07. The Deferral Election form
shall specify an amount to be deferred expressed as a dollar amount or as a percentage of the Part III Participant’s annual
retainer and/or meeting fees payment.


Section 3.05 Dividend Credit.


          Each time a dividend is paid on the Common
Stock, a Part III Participant shall receive a credit to his or her Deferred Stock Account equal to that number of
shares of Common Stock (rounded to the nearest one-hundredth of a share)
having a Fair Market Value on the dividend payment date equal to the amount of the dividend payable on the number of Shares
credited to the Part III Participant’s Deferred Stock Account on the dividend
record date.


Section 3.06 Fair Market Value.


          For purposes of converting dollar amounts
into shares of Common Stock, the Fair Market Value of each share of Common
Stock shall be equal to the closing price of one share of the Company’s Common
Stock on


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the New
York Stock Exchange-Composite Transactions on the last business day as of which
Deferred Shares are
credited to the Part III Participant’s Deferred Stock Account or the date of
issuance of Shares, as the case may be.


Section
3.07 Change in Election.


          Each Part III
Participant may irrevocably elect in writing to change an earlier Deferral Election,
either to change the percentage of his or her annual retainer or meeting fees
to be credited in Shares to such Part III Participant’s Deferred Share Account or to receive the entire
amount in cash (an “Amended Election”). Such
Amended Election shall not become effective until the December 1 following the
date of receipt of such Amended Election by the Company.


Section
3.09 Deferral Payment.


          (a) Deferral
Payment Election. At the time of making the Deferral Election, each Part III Participant shall also complete a deferral payment
election specifying one of the payment options described in Sections 3.09(b)
and (c), and the year in which amounts credited to the Part III Participant’s
Deferred Stock Account shall be paid in a
lump sum pursuant to Section 3.09(b), or in which installment payments shall
commence pursuant to Section 3.09(c). The deferral payment election
shall be irrevocable as to all amounts credited to the Part III Participant’s Deferred Stock Account. The Part III
Participant may change the deferral payment election by means of a subsequent deferral payment election in writing
that will take effect for deferrals credited
after the date the Company receives such subsequent deferral payment election.


          (b) Payment of Deferred Stock
Accounts in a Lump Sum. Unless
a Part III Participant elects to receive payment
of his or her Deferred Stock Account in installments as described in Section
3.09(c), credits to a Part III Participant’s Deferred Stock Account shall be
payable in full on December 1 of the year following the Part III Participant’s termination of service on the
Board (or the first business day thereafter) or such other date as elected by the Part III Participant pursuant to
Section 3.09(a). All payments shall be made in shares of Common Stock plus cash
in lieu of any fractional share. Notwithstanding the foregoing, in the event of
a Change in Control, credits to a Part
III Participant’s Deferred Stock Account as of the business day immediately
prior to the effective date of the transaction constituting the Change in
Control shall be paid in full to the Part
III Participant or the Part III Participant’s beneficiary or estate, as the
case may be, in whole shares of Common
Stock (together with cash in lieu of a fractional share) on such date.


          (c) Payment of Deferred Stock
Accounts in Installments. A
Part III Participant may elect to have his or her
Deferred Stock Account paid in annual installments following termination of
service as a director or at such other time as elected by the Part III
Participant pursuant to Section 3.09(a). All payments shall be made in shares
of Common Stock plus cash in lieu of any fractional share. All installment
payments shall be made annually on December
1 of each year (or the first business day thereafter). The amount of each
installment payment shall be computed
as the number of Shares credited to the Part III Participant’s Deferred Stock Account on the relevant installment payment
date,
multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of
installments elected (not to exceed ten) minus the number of
installments previously paid. Amounts paid prior to the final installment
payment shall be rounded to the nearest whole number of Shares; the final
installment payment shall be for the whole number of Shares then credited to the Part III Participant’s Deferred
Stock Account, together with cash in lieu of any fractional shares.
Notwithstanding the foregoing, in the event of a Change of Control, credits to
a Part III Participant’s Deferred Stock
Account as of the business day immediately prior to the effective date of the
transaction constituting the Change of Control shall be paid in full to
the Part III Participant or the Part III Participant’s beneficiary or estate,
as the case may be, in whole Shares (together with cash in lieu of a fractional
share) on such date.


Section
3.10 Limitation on Rights of Part III Participants.


          (a) Service
as a Director. Nothing in this Plan will interfere with or limit in
any way the right of the Company’s Board or
its stockholders to remove a Part III Participant from the Board. Neither this
Plan nor any action taken pursuant to it will constitute or be evidence
of any agreement or understanding, express or implied, that the Company’s Board
or its stockholders have retained or will retain a Part III Participant as a director for any period of time or at any
particular rate of compensation.


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          (b) Nonexclusivity
of the Plan. Nothing contained in this Plan is intended to effect, modify or rescind
any of the Company’s existing
compensation plans or programs or to create any limitations on the Board’s
power or authority to modify or adopt
compensation arrangements as the Board may from time to time deem necessary
or desirable.


          (c)
Participants Are General Creditors of the Company. The Part III Participants
and beneficiaries thereof shall be general, unsecured creditors of the Company with
respect to any payments to be made pursuant to this Plan and shall not have any preferred
interest by way of trust, escrow, lien or otherwise in any specific assets of the Company. If the
Company shall, in fact, elect to set aside monies or other assets to meet its obligations hereunder (there being no obligation
to do so), whether in a grantor’s trust or otherwise, the same shall,
nevertheless, be regarded as a part of the general assets of the Company
subject to the claims of its general
creditors, and neither any Part III Participant nor any beneficiary thereof
shall have a legal, beneficial or
security interest therein.


Section
3.11 Special One-Time Award of Deferred Shares.


          The following Award is being paid in
conjunction with the termination, effective as of May 21, 1998, of the Company’s Independent Director Retirement and
Death Benefit Plan (the “Director Retirement Plan”) with respect to all
directors who are members of the Board of Directors on May 21, 1998:


          Each Part III Participant who is a director
on May 21,1998, shall be awarded a one-time grant, effective on such date, of Shares to his or her Deferred
Stock Account in an amount equal to 115% of the benefits accrued for such Part III Participant in the
Director Retirement Plan as of such date divided by the Fair Market Value of one Share as of such date. All of
such Shares credited to a Part III Participant’s Deferred Stock Account
shall be paid out in three, equal, annual installments, commencing on December
1 of the first service year in which such
Part III Participant is no longer serving as a director.


Section 3.12 Restricted Stock Awards.


          If
such grant does not affect the “disinterested administrator” status of the
Committee under Rule 16b-3, the Committee may grant to any Part III Participant
Shares of restricted stock, for no cash consideration, if permitted by
applicable law, or for such other consideration as may be determined by the
Committee and specified in the Award.


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