ex-10f.htm


    
      EXHIBIT
10(f)

      
        
          

        

      

       

      
        COMPLETE
TEXT OF THE DOW CHEMICAL COMPANY

        1988
AWARD AND OPTION PLAN

      

      
        


      

      


      
        	
                 
      

              	
                As
      amended and restated on December 10, 2008, effective January 1,
      2009.

              


      

      


       

      
        	
                1.

              	
                Establishment and Purpose of
      the Plan:  The Dow Chemical Company 1988 Award and Option
      Plan is hereby established upon the following terms and
      conditions.  The purpose of the Plan is to attract and retain in
      the employ of the Company and its Subsidiaries and Affiliates people of
      ability, training and experience by providing such people, in
      consideration of services performed, an incentive for outstanding
      performance to the end of furthering the continued growth and
      profitability of the Company, and to encourage ownership of the Company’s
      stock by such people.

              


      

       

      
        	
                2.

              	
                Definitions

              


      

       

      
        	
                2.01

              	
                Affiliate:  Any
      entity in which the Company has a substantial direct or indirect equity
      interest, as determined by the
Committee.

              


      

       

      
        	
                2.02

              	
                Award:  An
      award of Deferred Stock, Restricted Stock, Options or Stock Appreciation
      Rights under the Plan.

              


      

       

      
        	
                2.03

              	
                Awardee:  An
      Employee to whom an Award is made.

              


      

       

      
        	
                2.04

              	
                Board of
      Directors:  The Board of Directors of the
      Company.

              


      

       

      
        	
                2.05

              	
                Change in
      Control:  A Change in Control shall be deemed to have
      occurred on (A) the date that there is a change in ownership of a
      corporation where one person, or more than one person acting as a group
      acquires ownership of stock of the corporation that, together with stock
      held by such person or group, constitutes more than  50 percent
      of the total fair market value or total voting power of the stock of such
      corporation, or (B) notwithstanding that there hasn’t been a change in ownership under (A), the date
      there is a change in the effective control of the corporation under which
      either: (1) any one person, or more than one person acting as a group
      acquires (or has acquired during the 12 month period ending on the date of
      the most recent acquisition by such person or persons) ownership of stock
      of the corporation possessing 30% or more of the total voting power of the
      stock of the corporation; or (2) a majority of members of the
      corporation’s board of directors is replaced during any 12 month period by
      directors whose appointment or election is not endorsed by a majority of
      the members of the corporation’s board of directors prior to the date of
      the appointment or election.  This definition of “Change in
      Control” is intended to conform to the definition of a “change in
      ownership or effective control of a corporation, or a change in the
      ownership of a substantial portion of the assets of a corporation” as
      defined under Code section 409A and any subsequent authority issued
      pursuant thereto, and no corporate event shall be considered a Change in
      Control unless it meets such
  requirements.

              


      

       

      
        	
                2.06

              	
                Code:  The Internal
      Revenue Code of 1986, as amended.

              


      

       

      
        	
                2.07

              	
                Common
      Stock:  The Common Stock of the Company, par value $2.50
      a share, or such other class or kind of shares or other securities as may
      be applicable under Section 10.

              


      

       

      
        	
                2.08

              	
                Company:  The
      Dow Chemical Company, a Delaware corporation, or any successor to
      substantially all its business.

              


      

       

      
        	
                2.09

              	
                Committee:  The
      Compensation Committee of the Board of Directors, or such other committee
      designated by the Board of Directors, designated to administer the Plan
      under Section 4, which committee shall have at least three members, each
      of which shall be a Disinterested
Person.

              


      

       

      
        	
                2.10

              	
                Deferred
      Stock:  Common Stock awarded by the Compensation
      Committee under Section 6 of the
Plan.

              


      

       

      
        	
                2.11

              	
                Disinterested
      Person:  A person defined in Rule 16b-3(d)(3) promulgated
      by the Securities and Exchange Commission under the Securities Exchange
      Act of 1934 as amended, or any successor definition adopted by the
      Commission.

              


      


      
        
           


        

        
          154

          
            

          

        

        
           


        

      

       

      
        	
                2.12

              	
                Employee:  An
      employee of the Company or a Subsidiary, including an officer or director
      who is such an employee, who at the time an Award is made has a work
      schedule of 50% or more of the standard hours defined as full-time in such
      employee’s work location, but excluding any employee who has provided to
      the Company a written irrevocable election not to be
    eligible.

              


      

       

      
        	
                2.13

              	
                Fair Market
      Value:  As applied to a specific date, the closing market
      price of Common Stock, as reported on the consolidated transaction
      reporting system for New York Stock Exchange issues on such date or, if
      Common Stock was not traded on such date, on the next preceding day on
      which the Common Stock was traded.  However, in the case of
      an Incentive Stock Option, if such method of determining Fair Market Value
      shall not be consistent with the then current regulations of the U.S.
      Secretary of the Treasury, Fair Market Value shall be determined in
      accordance with those regulations.

              


      

       

      
        	
                2.14

              	
                Incentive Stock
      Option:  Any Option intended to meet the requirements of
      an incentive stock option as defined in Section 422A of the U.S. Internal
      Revenue Code of 1986 as amended or any statutory provision that may
      replace such Section.

              


      

       

      
        	
                2.15

              	
                Key Employee: Any employee of the Company who has a job level of
      820 points or higher as of his Separation from
    Service.

              


      

       

      
        	
                2.16

              	
                Non-Qualified
      Option:  Any Option not intended to be an Incentive Stock
      Option.

              


      

       

      
        	
                2.17

              	
                Options:  Any
      option or options granted from time to time under the Plan, including both
      Non-Qualified Options and Incentive Stock
  Options.

              


      

       

      
        	
                2.18

              	
                Plan:  The Dow
      Chemical Company 1988 Award and Option Plan herein set forth, as the same
      may from time to time be amended.

              


      

       

      
        	
                2.19

              	
                Restricted
      Stock:  Common stock awarded by the Committee under
      Section 7 of the Plan.

              


      

       

      
        	
                2.20

              	
                Separation from Service or
      Separates from Service:  A "separation from service" within the meaning of
      Code section 409A.

              


      

       

      
        	
                2.21

              	
                Stock Appreciation
      Rights:  Rights awarded by the Committee under Section 9
      of the Plan.

              


      

       

      
        	
                2.22

              	
                Subsidiary:  Any
      business association (including a corporation or a partnership, other than
      the Company) in an unbroken chain of such associations beginning with the
      Company if each of the associations other than the last association in the
      unbroken chain owns equity interests (including stock or partnership
      interests) possessing 50% or more of the total combined voting power of
      all classes of equity interests in one of the other associations in such
      chain.

              


      

       

      
        	
                3.

              	
                Eligibility

              


      

       

      Any
Employee is eligible to receive an Award.

       

      
        	
                4.

              	
                Plan
      Administration

              


      

       

      
        	
                4.01

              	
                Administrator:  The
      Plan shall be administered by the
Committee.

              


      

       

      
        	
                4.02

              	
                Administrative
      Powers:  The Committee shall have full power to interpret
      and administer the Plan and full authority to act in selecting the
      Employees to whom Awards will be granted, in determining the type and
      amount of Award to be granted to each such Employee, the terms and
      conditions of Awards granted under the Plan, subject to the provisions of
      Section 409A of Internal Revenue Code of 1986, as amended and any
      subsequent authority promulgated Section 409A  and the terms of
      agreements which will be entered into with Awardees.  The
      Committee shall have the power to make regulations for carrying out the
      Plan and to make changes in such regulations as they from time to time
      deem proper.  Any interpretation by the Committee of the terms
      and provisions of the Plan and the administration thereof, and all action
      taken by the Committee, shall be final, binding and conclusive on the
      Company, its stockholders, Subsidiaries, Affiliates, all Employees, their
      respective legal representatives, successors and assigns and upon all
      other persons claiming under or through any of them.  As to the
      selection of and grants of awards to Awardees who are not subject to
      Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, the
      Committee may delegate any or all of its responsibilities to members of
      the Company’s administration.

              


      


      
        
           


        

        
          155

          
            

          

        

        
           


        

      

       

      
        	
                4.03

              	
                Limitation on
      Liability:  Members of the Board of Directors and members
      of the Committee acting under the Plan shall be fully protected in relying
      in good faith upon the advice of counsel and shall incur no liability
      except for gross negligence or willful misconduct in the performance of
      their duties.

              


      

       

      
        	
                5.

              	
                Shares Subject to the
      Plan

              


      

       

      
        	
                5.01

              	
                Subject
      to adjustment as provided in Section 10, the total number of shares of
      Common Stock available for grant under the Plan in each calendar year
      during any part of which the Plan is effective shall be one and one-half
      percent (1.5%) of the total outstanding shares of Common Stock as of the
      first day of such year for which the Plan is in effect; provided that such
      number shall be increased in any year by fifty percent (50%) of the shares
      available for grant hereunder in each of the previous three years, but not
      covered by Awards granted hereunder in such years; and provided, further that
      no more than thirty million (30,000,000) shares shall be cumulatively
      available for the grant of Incentive Stock Options under the Plan. Awards
      of Deferred Stock and Restricted Stock are limited to fifteen (15%) of the
      aggregate limit as provided in this Section, such percentage to be
      calculated as the annual average over any ten year period of time. In
      addition, the Company may increase the shares available for Awards through
      an advance of up to fifty percent (50%) of the subsequent year’s
      allocation (determined by using fifty percent (50%) of the currentyear’s
      allocation).  In addition, any shares issued by the Company
      through the assumption or substitution of outstanding grants from an
      acquired company shall not reduce the shares available for grants under
      the Plan.  Any shares issued hereunder may consist, in whole or
      in part, of authorized and unissued shares or treasury
      shares.  If any shares subject to any Award granted hereunder
      are forfeited or such Award otherwise terminates without the issuance of
      such shares or of other consideration in lieu of such shares, the shares
      subject to such Award, to the extent of any such forfeiture or
      termination, shall again be available for grant under the
      Plan.

              


      

       

      
        	
                5.02

              	
                Individual
      Limits:  Notwithstanding anything to the contrary
      elsewhere in this Plan, and subject to adjustment as provided in Section
      10, in any calendar year, the maximum number of shares of common stock
      covered by Awards of Options and Stock Appreciation Rights granted to any
      individual shall not exceed one million, two hundred thousand
      (1,200,000).  In addition, any shares that remain ungranted
      under the foregoing limitation for the prior calendar year for that
      individual may be carried forward to the current year, and any number of
      shares may be borrowed against that individual’s limit for the succeeding
      year.  In no event, however, shall the total number of shares
      carried forward and borrowed in any year for any individual pursuant to
      this Section 5.02 exceed the maximum number stated in the first sentence
      of this Section 5.02.  For purposes of this Section 5.02, shares
      shall be counted first against the current year, then against the prior
      year, and finally against the succeeding year.  Aggregate awards
      of Deferred Stock and Restricted Stock to any individual shall not exceed
      nine hundred thousand (900,000) shares during any three-calendar-year
      period.

              


      

       

      
        	
                6.

              	
                Deferred Stock Rules and
      Conditions

              


      

       

      
        	 	
                The
      grant of Deferred Stock shall be upon the following rules and
      conditions:

              


      

       

      
        	
                6.01

              	
                Deferred Stock
      Grants:  Deferred Stock shall be evidenced by Deferred
      Stock agreements.  Such agreements shall conform to the
      requirements of the Plan, contain the time and form of payment, and may
      contain such other provisions (including provisions for the protection of
      and/or the payment of Deferred Stock
      in the event of a Change in Control)
      as set forth in Section 15.07.

              


      

       

      
        	
                6.02

              	
                Crediting of Deferred
      Stock:  Upon determination of the number of shares of
      Deferred Stock to be granted to an Awardee the Committee shall direct that
      the same be credited to the Awardee’s account on the books of the Company
      but that issuance and delivery of shares shall be deferred until the date or
      dates provided in this Plan and the
      applicable Deferred Stock agreements.  Prior to issuance
      and delivery hereunder the Awardee shall have no rights as a stockholder
      with respect to any shares of Deferred Stock credited to his or her
      account.

              


      

       

      
        	
                6.03

              	
                Payment Equivalent to
      Dividends:  During the period that shares of Deferred
      Stock remain credited to the account of an Awardee and before their
      issuance and delivery, the Company shall pay or accrue to the Awardee on
      each date dividends on Common Stock are paid, a sum of money equal to what
      would have been received if the shares of Deferred Stock credited to the
      account had been owned ("Dividend
      Equivalents"), subject to such conditions as the Committee may deem
      appropriate.  The time and form of
      such payment of the Dividend Equivalents shall be specified in the
      Deferred Stock
agreements.  

              


      


      
        
           


        

        
          156

          
            

          

        

        
           


        

      

       

      
        	
                6.04

              	
                Delivery:  Subject
      to the terms and conditions described herein, the shares of Deferred Stock
      credited to the account of an Awardee shall be issued and delivered to the
      Awardee in one or more installments on such date(s) as specified in the Deferred Stock
      agreements. 

              


      

       

      
        	
                7.

              	
                Restricted Stock Rules and
      Conditions

              


      

       

      
        	 	
                The
      grant of Restricted Stock shall be upon the following rules and
      conditions:

              


      

       

      
        	
                7.01

              	
                Restricted Stock
      Grants:  Restricted Stock shall be evidenced by
      Restricted Stock agreements.  Such agreements shall conform to
      the requirements of the Plan and may contain such other provisions
      (including provision for the protection of Restricted Stock in the event of a Change in Control as set forth
      in Section 15.07).

              


      

       

      
        	
                7.02

              	
                Issuance of Restricted
      Stock:  Upon determination of the number of shares of
      Restricted Stock to be granted to an Awardee the Committee shall direct
      that a certificate representing the number of shares of Common Stock be
      issued to the Awardee with the Awardee as the registered
      owner.  The certificate representing such shares shall either be
      legended as to sale, transfer, assignment, pledge or other encumbrances
      during the restricted period or deposited by the Awardee, together with a
      stock power endorsed in blank, with the
Company.

              


      

       

      
        	
                7.03

              	
                Dividends and Voting
      Rights:  During the restricted period the Awardee shall
      have the right to receive dividends from and to vote the shares of
      Restricted Stock.

              


      

       

      
        	
                7.04

              	
                Delivery:  The
      Restricted Stock agreement shall specify the duration of the restricted
      period and the performance and/or employment conditions under which the
      Restricted Stock may be forfeited to the Company.  At the end of
      the restricted period the restrictions imposed hereunder shall lapse with
      respect to the number of shares of Restricted Stock as determined by the
      Committee, and the legend shall be removed or the shares delivered, as the
      case may be, with respect to such number.  The Committee may, in
      its sole discretion, modify or accelerate the vesting of shares of Restricted
  Stock.

              


      

       

      
        	
                8.

              	
                Option Rules and
      Conditions

              


      

       

      
        	 	
                The
      grant of Options shall be upon the following rules and
      conditions:

              


      

       

      
        	
                8.01

              	
                Option
      Grants:  Options shall be evidenced by Option
      agreements.  Such agreements shall conform to the requirements
      of the Plan, and may contain such other provisions (including restrictions
      upon the exercise of the Option and
      provisions for the protection of Options in the event of a Change in
      Control).

              


      

       

      
        	
                8.02

              	
                Option
      Price:  Except for adjustments permitted by Section 10,
      the price at which Common Stock may be purchased upon exercise of an
      Option shall be determined by the Committee, but shall be not less than
      the greater of the Fair Market Value of such shares on the date the Option
      is granted or the par value of such Common
  Stock.

              


      

       

      
        	
                8.03

              	
                Terms of
      Options:  The Option agreements shall specify when an
      Option may be exercisable and the terms and conditions applicable in the
      event of the Awardee’s Separation from
      Service during the Option’s term.  In the case of Separation from Service during the Option’s term, in no
      event shall an Option term be extended beyond the term for exercise
      originally specified in the Option agreement.  In any case, the
      term of an Option shall in no event be greater than ten years, and no
      Option may be exercisable less than one year from date of
      grant.

              


      

       

      
        	
                8.04

              	
                Incentive Stock
      Option:  Each provision of the Plan and each Option
      agreement relating to an Incentive Stock Option shall be construed so that
      each Incentive Stock Option shall be incentive stock option as defined in
      Section 422A of the Internal Revenue Code of 1986 as amended or any
      statutory provision that may replace such Section, and any provisions thereof that can not be
      so construed shall be disregarded.  In no event may an Awardee
      be granted Incentive Stock Options which do not comply with such grant and
      vesting limitations as may be prescribed by Section 422A(b)(7) of the
      Internal Revenue Code of 1986 as amended, or any successor section or
      limitation and any implementing
regulations.

              


      

       

      
        	
                8.05

              	
                Payment of Option
      Price:  The Option price of the shares of Common Stock
      for which an Option shall be exercised shall be paid in full in cash at
      the time of the exercise or, with the consent of the Committee, in whole
      or in part in Common Stock valued at Fair Market Value.  An
      Awardee shall have no rights of a stockholder with respect to any shares
      of Common Stock subject to an Option unless and until a stock certificate
      of such shares shall have been issued to him or
  her.

              


      


      
        
           


        

        
          157

          
            

          

        

        
           


        

      

       

      
        	
                9.

              	
                Stock Appreciation
      Rights

              


      

       

      
        	 	
                The
      grant of Stock Appreciation Rights (“SARs”) shall be subject to the
      following rules and conditions:

              


      

       

      
        	
                9.01

              	
                Stock Appreciation Right
      Grants:  Stock Appreciation Rights are rights to receive
      a payment in cash, Common Stock, Restricted Stock or Deferred Stock as
      selected by the Committee and shall be set forth in  Stock
      Appreciation Right agreements.  Stock Appreciation Rights are determined by the appreciation
      in Common Stock.  Such agreements shall conform to the
      requirements of the Plan.  A SAR may be granted in tandem
      with all or a portion of a related stock option under the Plan (“Tandem
      SAR”), or may be granted separately (“Freestanding
  SAR”).

              


      

       

      
        	
                9.02

              	
                SAR
      Price:  The exercise price of a Tandem SAR shall be the
      option price under the related stock option.  The exercise price
      of a Freestanding SAR shall be not less than 100% of the fair market value
      of the Common Stock, as determined by the Committee on the date of grant
      of the Freestanding SAR.  Notwithstanding the foregoing, the
      Committee may unilaterally limit the appreciation in value of the Common
      Stock attributable to the SAR at any time prior to its
      exercise.

              


      

       

      
        	
                9.03

              	
                Exercise of
      SAR:  A Tandem SAR and a Freestanding SAR shall entitle
      the recipient to receive a payment equal to the excess of the fair market
      value of the shares of Common Stock covered by the SAR on the date of
      exercise over the exercise price of the SAR or such lesser amount as
      determined by the Committee.  Such payment may be in cash, in
      shares of Common Stock, in shares of Deferred Stock, Restricted Stock or
      any combination, as the Committee shall determine.  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, and such shares
      shall no longer be available for grant under Section
      8.  Conversely, if the related stock option is exercised as to
      some or all of the shares covered by the grant, the related Tandem SAR, if
      any, shall be canceled automatically to the extent of the number of shares
      covered by the stock option exercise.  To the extent an SAR (or
      the related stock option) has not been exercised on its expiration, it
      will be exercised automatically and paid in the form determined by the
      Committee.

              


      

       

      
        	
                9.04

              	
                Terms of
      SAR:  SARs shall be subject to the same terms and
      conditions applicable to options as stated in Section
      8.03.  SARs shall also be subject to such other terms and
      conditions not inconsistent with the Plan as shall be determined by the
      Committee.

              


      

       

      
        	
                10.

              	
                Adjustments Upon Changes in
      Capitalization

              


      

       

      
        	 	
                In
      the event of a reorganization, recapitalization, stock split, stock
      dividend, combination of shares, merger, consolidation or any other change
      in the corporate structure of the Company affecting Common Stock, or a
      sale by the Company of all or part of its assets, or any distribution to
      stockholders other than a normal cash dividend, the Board of Directors
      shall make appropriate adjustment in the number and kind of shares
      authorized by the Plan. No fractional shares of Common Stock shall be
      issued pursuant to such an adjustment, however, and the Fair Market Value
      of any fractional shares resulting from adjustments pursuant to this
      Section shall be paid in cash to the Awardee at the time of exercise of an
      Option or SAR, the delivery of
      deferred shares, or the lifting of restrictions on restricted stock.  Notwithstanding anything in this
      Section 10 to the contrary, an adjustment to an Option or SAR under this
      Section 10 shall be made in a manner that will not result in the grant of
      a new Option or SAR under Code Section
  409A.

              


      

       

      
        	
                11.

              	
                Effective Date, Termination and
      Amendment

              


      

       

      
        	 	
                The
      Plan became effective on May 12, 1988, by approval of Company
      shareholders.  The Plan shall remain in full force and effect
      until terminated by the Board of Directors, who shall have the power to
      amend, suspend or terminate the Plan at any time, provided that no such
      amendment shall be made without stockholder approval which
      shall:

              


      

       

      
        	
                11.01

              	
                Increase
      (except as provided in Section 10) the total number of shares available
      for issuance pursuant to the Plan.

              


      

       

      
        	
                11.02

              	
                Change
      the class of employees eligible to be
Awardees.

              


      

       

      
        	
                11.04

              	
                Withdraw
      the administration of the Plan from the
  Committee.

              


      

       

      
        	
                11.05

              	
                Change
      the provisions of this Section
11.

              


      


      
        
           


        

        
          158

          
            

          

        

        
           


        

      

       

      
        	
                12.

              	
                Forfeiture

              


      

       

      
        	 	
                Awards
      may be forfeited if the Awardee terminates his or her employment with the
      Company, a Subsidiary or an Affiliate for any reason other than death,
      disability, retirement or a special separation situation as defined in the
      Terms and Conditions.  Awards may furthermore be forfeited by an
      Awardee if the Committee determines that the Awardee has at anytime
      engaged in any activity harmful to the interest of or in competition with
      the Company, its Subsidiaries or Affiliates or accepts employment with a
      competitor.

              


      

       

      
        	
                13.

              	
                Non-Assignability

              


      

       

      
        	 	
                Awards
      may not be pledged, assigned or transferred for any reason during the
      Awardee’s lifetime, and any attempt to do so shall be void and the
      relevant Award shall be forfeited.

              


      

       

      
        	
                14.

              	
                Beneficiary upon Awardee’s
      death

              


      

       

      
        	 	
                An
      Awardee’s Award shall be transferable at his or her death to the
      beneficiary designated by the Awardee on forms prescribed by and filed
      with the  Committee.  Upon the death of an Awardee,
      such beneficiary shall succeed to the rights of the Awardee.  If
      no such designation of a beneficiary has been made, the Awardee’s Awards
      shall succeed to his or her legal representative and shall be transferable
      by will or pursuant to the laws of descent and
    distribution.

              


      

       

      
        	
                15.

              	
                General
      Provisions

              


      

       

      
        	
                15.01

              	
                Nothing
      contained in the Plan, or in any Award granted pursuant to the Plan, shall
      confer upon any Employee any right with respect to continuance of
      employment by the Company, a Subsidiary or Affiliate, nor interfere in any
      way with the right of the Company, a Subsidiary or Affiliate to terminate
      the employment of any Employee at any time with or without assigning any
      reason therefor.

              


      

       

      
        	
                15.02

              	
                For
      purposes of this Plan, transfer of employment between the Company and its
      Subsidiaries and Affiliates shall not be deemed termination of
      employment.

              


      

       

      
        	
                15.03

              	
                Appropriate
      provision may be made for all taxes required to be withheld in connection
      with any Award, the exercise thereof and the transfer of shares of Common
      Stock in respect of any federal,  state or local withholding
      taxes whether domestic or foreign.  In the case of the payment
      of Awards in the form of Common Stock, the Company shall have the right to
      retain the number of shares of Common Stock whose fair market value equals
      the amount to be withheld.

              


      

       

      
        	
                15.04

              	
                If
      any day on or before which action under the Plan must be taken falls on a
      Saturday, Sunday or legal holiday, such action may be taken on the next
      succeeding day not a Saturday, Sunday or legal
  holiday.

              


      

       

      
        	
                15.05

              	
                Without
      amending the Plan, awards may be granted to Employees who are foreign
      nationals or employed outside the United States or both, on such terms and
      conditions different from those specified in the Plan as may, in the
      judgment of the Committee, be necessary or desirable to further the
      purpose of the Plan.

              


      

       

      
        	
                15.06

              	
                To
      the extent that federal laws (such as the Securities Exchange Act of 1934,
      the Internal Revenue Code of 1986 or the Employee Retirement Income
      Security Act of 1974) do not otherwise control, the Plan and all
      determinations made and actions taken pursuant hereto shall be governed by
      the law of Delaware and construed
accordingly.

              


      

       

      
        	
                15.08

              	
                Notwithstanding
      any other provision of the Plan to the
contrary:

              


      

       

      
        	 	
                (i)

              	
                Deferred
      Stock:  Upon the occurrence of a Change in
      Control, an Awardee’s right to receive the number of shares of
      Deferred Stock credited to the account of the Awardee shall not be
      forfeitable under any circumstances.  In the event an Awardee incurs an involuntary
      Separation from Service during the two-year period following the Change in
      Control, to the extent such Separation from Service occurs prior to the
      payment date set forth in the Awardee's applicable Deferred Stock
      agreement, then the Company shall deliver to the Awardee the number of shares of Deferred Stock credited
      to the account of the Awardee on the thirtieth day following such Separation from
    Service.

              


      

       

      
        	 	
                (ii)

              	
                Restricted
      Stock:  Upon the occurrence of a Change in Control, all
      of the restrictions on Restricted Stock shall lapse and be of no effect
      whatsoever and such shares shall not thereafter be forfeitable under any
      circumstances. The Company shall deliver to the holder of shares
      of  Restricted Stock certificates representing the number of
      shares

              


      


      
        
           


        

        
          159

          
            

          

        

        
           


        

      

       

      and
securities on which restrictions have so lapsed free of any restriction, legend
or notation within 30 days following the occurrence of a Change in
Control.  In the event legended shares were previously provided to the
Awardee, the replacement shares will only be delivered upon tender by the holder
of certificates representing shares of Restricted Stock in form acceptable for
transfer and free and clear of all liens, claims, options and
encumbrances.  Neither the Board of Directors nor the Compensation
Committee shall have authority to alter or delay the delivery of Common Stock
pursuant to the terms of this Paragraph without the holder’s written
consent.

       

      
        	 	
                (iii)

              	
                Management Objectives for
      Certain Awards of Deferred Stock and Restricted
      Stock:  Any Award of Deferred Stock or Restricted Stock
      may specify management objectives which, if achieved, will result in the
      vesting of Deferred Stock, or
      termination or early termination of the applicable restrictions in the
      case of Restricted Stock.  Any Award that specifies management
      objectives shall specify a minimum acceptable level of achievement in
      respect of the specified management objective below which no payment will
      be made in the case of Deferred Stock, or there will be a complete
      forfeiture of shares in the case of Restricted
      Stock.  Management objectives may be described in terms of
      Company-wide objectives or objectives that are related to the performance
      of the individual Employee or Subsidiary in which the Employee is
      employed.  The management objectives may be relative to the
      performance of other companies or entities.  If any individual
      is, or is determined by the Committee to be likely to become, a covered
      employee within the meaning of Section 162(m) of the Internal Revenue
      Code, then Awards to that individual that specify management objectives
      shall be based on specified levels of, or growth in, one or more of the
      following criteria:  (i) earnings, (ii) earnings per share,
      (iii) share price, (iv) revenues, (v) total shareholder return, (vi)
      return on invested capital, equity, or assets, (vii) operating margins,
      (viii) sales growth, (ix) productivity improvement, (x) market share, and
      (xi) economic profit.  Except as may be permitted under Section
      162(m) of the Internal Revenue Code of 1986 as amended, or any successor
      provision, the Committee may not adjust management objectives after the
      grant of any Award that specifies management
  objectives.

              


      

       

      (iv)           Key Employee Delay: To the extent any payment under this Plan is subject to
the restrictions contained in Code section 409A, such payment may not be made to
a Key Employee upon Separation from Service before the date that is six months
after the Key Employee's Separation from Service (or, if earlier, the Key
Employee's death).  Any payment that would otherwise be made during
this period of delay shall be accumulated and paid on the first day of the
seventh month following the Key Employee's Separation from Service (or, if
earlier, the first day of the month after the Key Employee's
death).

       

       

      160