SUMMARY EXPLANATION - RESTRICTED STOCK


Restricted shares may not be sold, transferred, pledged or otherwise assigned
and shall, except to the extent exchangeable for unrestricted common shares
of the Company as hereinafter provided, be automatically canceled upon
termination of your employment with the Company and its wholly-owned (except
for directors' qualifying shares) subsidiaries.  One-half of your restricted
shares will become exchangeable for unrestricted shares on the date specified
below only if (i) for any period of twenty consecutive trading days occurring
within three years from the date of grant the average of the high and low
prices for the Company's common shares on each date is at least $75, or (ii)
for any period of twenty consecutive trading days occurring within five years
from the date of grant the average of the high and low prices for the
Company's shares on each date is at least $100. The remaining one-half of
your restricted shares will become exchangeable for unrestricted shares on
the date specified below only if for any period of twenty consecutive trading
days occurring within five years from the date of grant the average of the
high and low prices for the Company's common shares on each date is at least
$100.  For shares that have met the above specified stock price performance
test, your restricted shares shall be exchangeable for unrestricted common
shares of the Company and certificates shall be issued to you on March 12,
2007 or, if earlier, upon, (i) your normal retirement, (ii) early retirement
with Company approval after attaining age 60, (iii) death, or (iv) a Change
of Control (as defined in Appendix A); provided, however, that, if any such
event shall occur less than six months after the date of grant of your
restricted shares, your restricted shares shall become exchangeable for
unrestricted common shares of the Company and certificates shall be issued to
you at the end of such six months, but only if you are still employed by the
Company or any of its wholly-owned (except for directors' qualifying shares)
subsidiaries.  If neither of the above specified stock price performance
tests are met then all of the restricted shares shall be automatically
canceled.
 
Until your restricted shares become unrestricted as set forth above, no
certificates for your restricted shares will be issued to you, and your
restricted shares will be evidenced by certificates held by or on behalf of
the Company, in book-entry form, or otherwise, as determined by the Company. 
As a holder of restricted shares, you are otherwise entitled to all the
rights (including voting and dividend rights) of a holder of an equivalent
number of unrestricted common shares of the Company. 

Under existing laws and regulations, in general, the fair market value of the
shares granted hereunder on the date such shares become exchangeable for
unrestricted common shares of the Company will be subject to federal income
tax at ordinary rates and to social security tax and their respective
withholding requirements, and may be subject to state and local taxes and
withholding requirements.  The payment of all federal, state and local taxes
is your personal responsibility.  However, the Company, at its discretion,
may require you to deposit with it an amount equal to any required
withholding.  You may elect that all or a portion of any such withholding
required to be deposited when the shares granted hereunder become
exchangeable for unrestricted common shares of the Company shall be satisfied
by having the Company withhold a portion of the whole shares granted
hereunder, subject to the provisions set forth below.  Such shares shall be
valued at their fair market value on the date of exercise.  Fair market valu
shall be determined as the mean  (adjusted to the next higher full cent to
eliminate any fractional cent) between the high and low prices per share for
the Company's common shares as reported in a summary of composite
transactions for stocks listed on the New York Stock Exchange on such date
or, if the New York Stock Exchange is not open for trading on such date, the
average of the means between the high and low prices per share for the
Company's common shares, as so reported, on the nearest date before the
nearest date after such date on which the New York Stock Exchange is open for
trading (adjusted to the next higher full cent to eliminate any fractional
cent).  


                      APPENDIX A


Certain Definitions


A "Change of Control" shall mean:

      (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended {the "Exchange Act"}) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (i) the then outstanding common shares of the Company (the
"Outstanding Company Common Shares") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege); (ii) any
acquisition by the Company or any of its subsidiaries; (iii) any acquisition
by any employee benefit plan (or any related trust) sponsored or maintained
by the Company or any of its subsidiaries; or (iv) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of (c) below are satisfied; or

      (b) Individuals who, as of the date hereof, constitute the Board of
Directors of the Company (the "Board") (as of the date hereof, the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

      (c) Approval by the shareholders of the Company of a "Business
Combination", which shall mean a reorganization, merger or consolidation, in
each case, unless, following such reorganization, merger or consolidation,
(i) more than 60% of, respectively, the then outstanding common shares of the
corporation resulting from such reorganization, merger or consolidation and
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Shares and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or consolidation
in substantially the same proportions as their ownership, immediately prior
to such reorganization, merger or consolidation, of the Outstanding Company
Common Shares and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding the Company, any of its subsidiaries, any employee
benefit plan (or related trust) sponsored or maintained by the Company, any
of its subsidiaries or such corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding common shares
of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger
or consolidation; or 

      (d) Approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other
than to a corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding common
shares of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
Outstanding Company Common Shares and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company, any of its
subsidiaries, and any employee benefit plan (or related trust) sponsored or
maintained by the Company, any of its subsidiaries or such corporation and
any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding Company
Common Shares or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding common shares of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (C) at least a majority of
the members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of
the Company.

For purposes of the foregoing definition of "Change of Control", a
"subsidiary" of the Company shall mean any corporation in which the Company,
directly or indirectly, holds a majority of the voting power of such
corporation's outstanding shares of capital stock.