exhibit_10-44.htm


     

     

    Exhibit
10.44

     

    

      ONEOK,
INC.

       

      EQUITY
COMPENSATION PLAN

       

      Amended
and Restated December 18, 2008

       

      
        	
                1.  

              	
                General

              


      

       

      1.1 Purposes. The purposes
of this Plan are (a) to provide competitive incentives that will enable the
Company to attract, retain, motivate, and reward eligible Employees and
Non-Employee Directors of the Company, and (b) to give the Company’s
eligible Employees and Non-Employee Directors an interest parallel to the
interests of the Company’s shareholders generally.

       

      1.2 Duration of Plan. The
date of adoption and term of the Plan are as follows:

       

      (a) The Plan
was initially adopted and effective on February 17, 2005, the date of its
first adoption and approval by the Board of Directors, such adoption of the Plan
having been approved by the shareholders of the Company within one (1) year
of that date, on May 19, 2005.  The term of the Plan as so initially
adopted and approved was until a termination date of February 17, 2015, or
until sooner terminated by the Board of Directors.

       

      (b) The Plan,
as amended and restated in and by this instrument, is effective on an Effective
Date of February 21, 2008, the date of its adoption and approval by the
Board of Directors, provided that the shareholders of the Company thereafter
approve it within one (1) year of that date.  If the Plan, as so
amended and restated, is so approved by the shareholders of the Company, it
shall have an extended term and shall terminate on a termination date of
February 21, 2018, or until sooner terminated by the Board of
Directors.

       

      (c) If the
Plan, as so amended and restated in and by this instrument, is not so approved
by the shareholders of the Company, the amendments thereto and this instrument
shall not become effective and shall be of no force and effect, and the Plan
shall remain in effect in accordance with its written terms and provisions as
initially adopted and approved.

       

      (d) The Plan
shall remain in effect until its termination date, or until the Plan is sooner
terminated by the Board of Directors, and upon its termination shall continue to
be administered thereafter with respect to any Stock Incentive granted prior to
the date of such termination.

       

      (e) In no
event shall a Stock Incentive be granted under the Plan more than ten
(10) years from February 21, 2008, the date the Plan, as amended and
restated in and by this instrument, is adopted.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.3           The
Company intends that Stock Incentives and Awards granted pursuant to the Plan be
exempt from or comply with Section 409A and Treasury Regulations thereunder and
the Plan shall be so construed.

       

      1.4           Amended and Restated Plan
Document.  The Plan is amended and restated in the form of this
instrument effective December 18, 2008.

       

      
        	
                2.  

              	
                Definitions

              


      

       

      Unless
otherwise required by the context, the following terms, when and wherever used
in this Plan, shall have the meanings set forth in this
Section 2.

       

      2.1 “Award”
means an award of a Stock Incentive that is made under the Plan.

       

      2.2 “Award
Agreement” means a written instrument that is an agreement that evidences an
Award and terms and provisions of a Stock Incentive granted under the Plan,
pursuant to Section 15.4 or other provisions of the Plan.

       

      2.3 “Beneficiary”
means a person or entity (including a trust or estate), designated in writing by
a Participant on such forms and in accordance with such terms and conditions as
the Committee may prescribe, to whom the Participant’s rights under the Plan
shall pass in the event of the death of the Participant.

       

      2.4 “Board”
or a “Board of Directors” means the Board of Directors of the Company, as
constituted from time to time.

       

      2.5 A “Change
in Control” shall mean the occurrence of any of the following:

       

      (a) An
acquisition (other than directly from the Company) of any voting securities of
the Company (the “Voting Securities”) by any “Person” (as the term person is
used for purposes of Section 13(d) or 14(d) of the Exchange Act),
immediately after which such Person has “Beneficial Ownership” (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent
(20%) or more of the then outstanding Shares or the combined voting power
of the Company’s then outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred pursuant to this
Section 2(c), Shares or Voting Securities which are acquired in a
“Non-Control Acquisition” (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control.  A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or
a trust forming a part thereof) maintained by (A) the Company or
(B) any company or other Person of which a majority of its voting power or
its voting equity securities or equity interest is owned or controlled, directly
or indirectly, by the Company (for purposes of this definition, a “Related
Entity”), (ii) the Company or any Related Entity, or (iii) any Person
in connection with a “Non-Control Transaction” (as hereinafter
defined);

       

      (b) The
individuals who, as of February 15, 2001, are members of the Board of
Directors (the “Incumbent Board”), cease for any reason to constitute at least a
majority of the members of the Board of Directors; or, following a Merger which
results

       


      
        
           


        

        
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      in a
Parent Company, the board of directors of the ultimate Parent Company; provided,
however, that if the election, or nomination for election by the Company’s
common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of this
Plan, be considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11 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 of Directors (a “Proxy
Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or

       

      (c) The
consummation of:

       

      (1) A merger,
consolidation or reorganization with or into the Company or in which securities
of the Company are issued (a “Merger”), unless such Merger is a “Non-Control
Transaction.” A “Non-Control Transaction” shall mean a Merger
where:

       

      (A) the
stockholders of the Company, immediately before such Merger, own directly or
indirectly immediately following such Merger at least fifty percent
(50%) of the combined voting power of the outstanding voting securities of
(x) the company resulting from such Merger (the “Surviving Company”) if
fifty percent (50%) or more of the combined voting power of the then
outstanding voting securities of the Surviving Company is not Beneficially
Owned, directly or indirectly by another Person (a “Parent Company”), or
(y) if there is one or more Parent Companies, the ultimate Parent
Company;

       

      (B) the
individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such Merger constitute at least a
majority of the members of the board of directors of (i) the Surviving
Company, if there is no Parent Company, or (ii) if there is one or more
Parent Companies, the ultimate Parent Company; and

       

      (C) no Person
other than (1) the Company, (2) any Related Entity, (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately
prior to such Merger was maintained by the Company or any Related Entity, or
(4) any Person who, immediately prior to such Merger had Beneficial
Ownership of thirty percent (30%) or more of the then outstanding Voting
Securities or Shares, has Beneficial Ownership of thirty percent (30%) or
more of the combined voting power of the outstanding voting securities or common
stock of (i) the Surviving Company if there is no Parent Company, or
(ii) if there is one or more Parent Companies, the ultimate Parent
Company.

       


      
        
           


        

        
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      (2)           A
complete liquidation or dissolution of the Company; or

       

      (3)           The
sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Related Entity or under
conditions that would constitute a Non-Control Transaction with the disposition
of assets being regarded as a Merger for this purpose or the distribution to the
Company’s stockholders of the stock of a Related Entity or any other
assets).

       

      Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
permitted amount of the then outstanding Shares or Voting Securities if:
(1) such acquisition occurs as a result of the acquisition of Shares or
Voting Securities by the Company which, by reducing the number of Shares or
Voting Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a Change in Control
would occur (but for the operation of this subparagraph) as a result of the
acquisition of Shares or Voting Securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Shares or Voting Securities which increases the percentage of the
then outstanding Shares or Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur, or (2) (A) within five
business days after a Change in Control would have occurred (but for the
operation of this subparagraph), or if the Subject Person acquired Beneficial
Ownership of twenty percent (20%) or more of the then outstanding Shares or
the combined voting power of the Company’s then outstanding Voting Securities
inadvertently, then after the Subject Person discovers or is notified by the
Company that such acquisition would have triggered a Change in Control (but for
the operation of this subparagraph), the Subject Person notifies the Board of
Directors that it did so inadvertently, and (B) within two business days
after such notification, the Subject Person divests itself of a sufficient
number of Shares or Voting Securities so that the Subject Person is the
Beneficial Owner of less than twenty percent (20%) of the then outstanding
Shares or the combined voting power of the Company’s then outstanding Voting
Securities.

       

      Notwithstanding
anything in this Plan to the contrary, if an eligible Employee’s employment is
terminated by the Company without Just Cause prior to the date of a Change in
Control but the eligible Employee reasonably demonstrates that the termination
(1) was at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control or
(2) otherwise arose in connection with, or in anticipation of, a Change in
Control which has been threatened or proposed, such termination shall be deemed
to have occurred after a Change in Control for purposes of this Plan, provided a
Change in Control shall actually have occurred.

       

      Notwithstanding
the foregoing, the Committee may from time to time provide in the written terms
and provisions of a Stock Incentive instrument, Award or Award Agreement that a
different definition of the terms Change in Ownership or Control shall apply and
determine the time of settlement, distribution and payment of an Award for
purposes of Section 409A and any deferral of compensation subject to the
requirements of Section 409A under the Plan.

       


      
        
           


        

        
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      2.6           “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to
time.  References to a particular section of the Code shall include
references to any related Treasury Regulations and to successor
provisions.

       

      2.7 “Committee”
means the Committee appointed by the Board of Directors to administer the Plan
pursuant to the provisions of section 14.1 below.

       

      2.8 “Common
Stock” means common stock, $0.01 par value, of the Company.

       

      2.9 “Company”
means ONEOK, Inc., an Oklahoma corporation, its successors and assigns, or any
division or Subsidiary thereof.

       

      2.10 “Deferred
Compensation Program” means a program established by the Committee providing for
the deferral of compensation with respect to Awards pursuant to sections 10 and
11.

       

      2.11 “Director
Fees” means all compensation and fees paid to a Non-Employee Director by the
Company for his or her services as a member of the Board of
Directors.

       

      2.12 “Director
Stock Award” means an award of ONEOK, Inc. Common Stock granted to a
Non-Employee Director.

       

      2.13 “Effective
Date” means February 21, 2008, the date the Plan, as now amended and restated in
and by this instrument, was adopted, as described in Section 1.2,
above.

       

      2.14 “Employee”
means an employee of the Company, including an officer or director who is such
an employee.

       

      2.15 “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.

       

      2.16 “Fair
Market Value” on a particular date means the average of the high and low sale
prices of a share of Common Stock in consolidated trading on the date in
question as reported by The
Wall Street Journal or another reputable source designated by the
Committee; provided that if there were no sales on such date reported as
provided above, the respective prices on the most recent prior day for which a
sale was so reported.  In the case of an Incentive Stock Option, if
the foregoing method of determining Fair Market Value should be inconsistent
with section 422 of the Code, or in the case of any other type of Stock
Incentive the foregoing method is determined by the Committee, in its
discretion, to not be applicable, a “Fair Market Value” shall be determined by
the Committee in a manner consistent with such section of the Code, or in such
other manner as the Committee, in its discretion, determines to be appropriate,
and shall mean the value as so determined.

       

      Notwithstanding
the foregoing, the Committee may, in its discretion, determine the Fair Market
Value of a share of Stock on the basis of the opening, closing, or average of
the high and low sale prices of a share of Stock on such date or the preceding
trading day, the actual sale price of a share of Stock received by a
Participant, any other reasonable basis using actual transactions in the Stock
as reported on a national or regional securities exchange or market

       


      
        
           


        

        
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      system
and consistently applied, or on any other basis consistent with the requirements
of Section 409A.  The Committee may vary its method of determination
of the Fair Market Value as provided in this Section for different purposes
under the Plan to the extent consistent with the requirements of Section
409A.

       

      2.17 “General
Counsel” means the General Counsel of the Company serving from time to
time.

       

      2.18 “Incentive
Stock Option” means an option, including an Option as the context may require,
intended to qualify for the tax treatment applicable to incentive stock options
under section 422 of the Code.

       

      2.19 “Just
Cause” shall mean the Employee’s conviction in a court of law of a felony, or
any crime or offense in a court of law of a felony, or any crime or offense
involving misuse or misappropriation of money or property, the Employee’s
violation of any covenant, agreement or obligation not to disclose confidential
information regarding the business of the Company (or a division or Subsidiary);
any violation by the Employee of any covenant not to compete with the Company
(or a division or Subsidiary); any act of dishonesty by the Employee which
adversely affects the business of the Company (or a division or subsidiary); any
willful or intentional act of the Employee which adversely affects the business
of, or reflects unfavorably on the reputation of the Company (or a division or
Subsidiary); the Employee’s use of alcohol or drugs which interferes with the
Employee’s performance of duties as an employee of the Company (or a division or
Subsidiary); or the Employee’s failure or refusal to perform the specific
directives of the Company’s Board of Directors, or its officers which directives
are consistent with the scope and nature of the Employee’s duties and
responsibilities with the existence and occurrence of all of such causes to be
determined by the Company in its sole discretion; provided, that nothing
contained in the foregoing provisions of this paragraph shall be deemed to
interfere in any way with the right of the Company (or a division or
Subsidiary), which is hereby acknowledged, to terminate the Employee’s
employment at any time without cause.

       

      2.20 “Non-Employee
Director” means a member of the Board of Directors of the Company who is not an
employee of the Company, and who qualifies as a “Non-Employee Director” under
the definition of that term in SEC Rule 16b-3.

       

      2.21 “Non-Qualified
Performance Stock Incentive” means a Performance Stock Incentive granted under
the Plan that is not intended to qualify as qualified performance based
compensation under Section 162(m) of the Code, as described in Section
15.9.

       

      2.22 “Non-Statutory
Stock Option” means an option, including an Option as the context may require,
which is not intended to qualify for the tax treatment applicable to incentive
stock options under section 422 of the Code.

       

      2.23 “Option”
means an option granted under this Plan to purchase shares of Common
Stock.  Options may be Incentive Stock Options or Non-Statutory Stock
Options.

       

      2.24 “Participant”
means an Employee who the Committee determines is in a position to contribute
significantly to the growth and profitability of, or to perform services of
major importance to the Company, its divisions and subsidiaries, or Non-Employee
Director, who is

       

      
        
          
          

        

        
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      selected
by the Committee to be a Participant in the Plan and to be granted a Stock
Incentive under the Plan.

       

      2.25 “Performance
Goal” means one or more criteria or standards established by the Committee to
determine, in whole or in part, whether a Performance Stock Incentive shall be
awarded or earned, which may include the criteria and standards established
pursuant to Section 13.9.

       

      2.26 “Performance
Period” means the time period designated by the Committee during which
Performance Goals must be met.

       

      2.27 “Performance
Stock Award” means a Stock Incentive providing for a grant of shares of Common
Stock the award or delivery of which is subject to specified Performance
Goals.

       

      2.28 “Performance
Stock Incentive” means a Stock Incentive, including without limitation, a
Performance Stock Award, Performance Unit Award, Restricted Stock Award, or
Restricted Unit Award providing for the award, delivery or payment of shares of
Common Stock or cash, or a combination of each, that is subject to specified
Performance Goals.

       

      2.29 “Performance
Unit Award” means a Stock Incentive providing for a grant of a unit or units
representing an amount of cash or shares of Common Stock (including a Stock Unit
as defined in Section 2.45), or a combination of each, that will be
distributed in the future if continued employment and/or other specified
Performance Goals or other performance criteria specified by the Committee are
attained; and which Performance Goals or other performance criteria may include,
without limitation, corporate, divisional or business unit financial or
operating performance measures, as more particularly described in Section 15.9;
and which other contingencies may include the Participant’s depositing with the
Company, acquiring or retaining for stipulated time periods specified amounts of
Common Stock; and the amount of Stock Incentive may, but need not be determined
by reference to the market value of Common Stock.

       

      2.30 “Plan”
means the ONEOK, Inc. Equity Compensation Plan set forth in these pages, as
amended from time to time.

       

      2.31 “Plan
Year” means the calendar year beginning on January 1 and ending the next
December 31.

       

      2.32 “Qualified
Performance Stock Incentive” means a Performance Stock Incentive granted under
the Plan that is intended to qualify as qualified performance based compensation
under Section 162(m) of the Code, as described in Section
15.9.

       

      2.33 “Restricted
Stock Award” means shares of Common Stock which are issued or transferred to a
Participant under Section 6, below, and which will become free of
restrictions specified by the Committee if continued employment and/or
Performance Goals or other performance criteria specified by the Committee are
attained; and which Performance Goals or other criteria, circumstances or
conditions arise, exist or are satisfied; and which may but need not include,
without limitation, corporate, divisional or business unit financial or
operating performance measures, as more particularly described in Section
15.9

       


      
        
           


        

        
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      2.34 “Restricted
Unit Award” means a Stock Incentive providing for a grant of a unit or units
representing an amount of cash or shares of Common Stock or a combination of
each, which become free of restrictions specified by the Committee if continued
employment and/or Performance Goals or other criteria, circumstances or
conditions arise, exist or are attained; and which may but need not include,
without limitation, corporate, divisional or business unit financial or
operating performance measures, as more particularly described in
Section 13.9.

       

      2.35 “SEC Rule
16b-3” means Rule 16b-3 of the Securities and Exchange Commission promulgated
under the Exchange Act, as such rule or any successor rule may be in effect from
time to time.

       

      2.36 “Secretary”
means the Secretary of the Company.

       

      2.37 “Section
16 Person” means a person subject to Section 16(b) of the Exchange Act with
respect to transactions involving equity securities of the Company.

       

      2.38 “Section
409A” means Section 409A of the Code, and unless otherwise expressly indicated
herein, all Treasury Regulations issued under Section 409A of the
Code.

       

      2.39 “Section
409A Deferred Compensation” means compensation provided pursuant to the Plan
that constitutes deferred compensation subject to and not exempted from the
requirements of Section 409A.

       

      2.40 “Share”
or “shares” means a share or shares of Common Stock, par value $.01 per share of
the Company.

       

      2.41  “Stock”
means Common Stock of the Company.

       

      2.42 “Stock
Appreciation Right” means a right granted to a Participant denominated in shares
of Common Stock, to receive, upon exercise of the right (or both the right and a
related Option, if applicable in the case of issuance in tandem with an Option),
an amount, payable in shares of Common Stock, in cash, or a combination thereof
that does not exceed the excess of the Fair Market Value of the share or shares
of Common Stock on the date such right is exercised over the base price of such
share or shares provided in and for such right on the date such right is
granted, as determined by the Committee.

       

      2.43 “Stock
Bonus Award” means an amount of cash or shares of Common Stock which is
distributed to a Participant or which the Committee agrees to distribute in the
future to a Participant in lieu of, or as a supplement to, any other
compensation that may have been earned by services rendered prior to the date
the distribution is made.  Unless otherwise determined by the
Committee, the amount of the award shall be determined by reference to the Fair
Market Value of Common Stock.  Performance Stock Awards, Performance Unit
Awards, Restricted Stock Awards and Restricted Unit Awards are specific types of
Stock Bonus Awards.

       

      2.44 “Stock
Incentive” means rights and incentive compensation granted under this Plan in
one of the forms referred to and provided for in Section 3.

       


      
        
           


        

        
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      2.45 “Stock
Unit” means a unit evidencing the right to receive under certain conditions or
in specified circumstances one (1) share of Common Stock or equivalent
value, as determined by the Committee.

       

      2.46 “Subsidiary”
means a corporation or other form of business association of which shares (or
other ownership interest) having more than fifty percent (50%) of the
voting power are or in the future become owned or controlled, directly or
indirectly, by the Company; provided, however, that in the case of an Incentive
Stock Option, the term “Subsidiary” shall mean a Subsidiary (as defined by the
preceding clause) which is also a “subsidiary corporation” as defined in
Section 424(f) of the Code.

       

      2.47 “Time-Lapse
Restricted Stock Incentive” means a Restricted Stock Award, Restricted Unit
Award, or any other Stock Incentive the award of which is based solely on
continued employment with the Company for a specified period of
time.

       

      
        	
                3.  

              	
                Grants
      of Stock Incentives

              


      

       

      3.1 Stock Incentives to
Employees/Participants. Subject to the provisions of the Plan, the
Committee may at any time, or from time to time, grant Stock Incentives to one
or more Employees that the Committee selects to be a Participant in the Plan,
which may be (i) Stock Bonus Awards, which may, but need not be Performance
Stock Awards, Performance Unit Awards or Restricted Stock Awards, Restricted
Unit Awards and/or (ii) Options, which may be Incentive Stock Options or
Non-Statutory Stock Options, and/or (iii) Stock Appreciation
Rights.

       

      3.2 Non-Employee Director
Awards.  Subject to the provisions of the Plan, the Committee
shall grant Director Stock Awards to Non-Employee Directors in accordance with
Section 9 of the Plan.  Notwithstanding anything else otherwise
expressed or implied in the Plan, no other form of Stock Incentive shall be
granted to Non-Employee Directors under the Plan, and in no event shall any
grant of an Incentive Stock Option be made to a Non-Employee
Director.

       

      3.3 Modifications. After a
Stock Incentive has been granted,

       

      (a) the
Committee may waive any term or condition thereof that could have been excluded
from such Stock Incentive when it was granted, and

       

      (b) with the
written consent of the affected Participant, may amend any Stock Incentive after
it has been granted to include (or exclude) any provision which could have been
included in (or excluded from) such Stock Incentive when it was granted, and no
additional consideration need be received by the Company in exchange for such
waiver or amendment;

       

      (c) provided,
that modification of any Option granted under the Plan shall be subject to the
prohibition of repricing of Options stated in Section 7.9; and

       

      (d) the
modification of any Option or other Stock Incentive that provides for, or in
order to provide for, deferral of compensation subject to Section 409A must meet
all requirements under Section 409A and Treasury Regulations, including
requirements

       

      
        
          
          

        

        
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      applicable
to Subsequent Elections and the requirement that acceleration of payment of
deferred compensation shall not be permissible.

       

      3.4 Forms of Stock
Incentives. A particular form of Stock Incentive may be granted to a
Participant either alone or in addition to other Stock Incentives
hereunder.  The provisions of particular forms of Stock Incentives
need not be the same for each Participant.

       

      
        	
                4.  

              	
                Stock
      Subject to the Plan

              


      

       

      4.1 Shares
Authorized.  The maximum number of shares of Common Stock
authorized to be issued or transferred pursuant to all Stock Incentives granted
under the Plan shall be five million (5,000,000) shares, subject to the
provisions governing restoration of shares stated below in Section 4.4 and
the provisions for adjustment in Section 13.  The maximum number of
five million (5,000,000) shares authorized consists of the three million
(3,000,000) shares authorized to be issued or transferred on and after the
date of initial adoption of the Plan on February 17, 2005, as approved by
shareholders of the Company on May 19, 2005, and an additional two million
(2,000,000) shares authorized to be issued and transferred by amendment of
the Plan and this Section 4.1, adopted and approved by the Board of
Directors on February 21, 2008, and approved by shareholders of the Company
on May 15, 2008.

       

      4.2 Grant, Award
Limitations.  Notwithstanding the foregoing, in addition to the
overall maximum limitation in Section 4.1,

       

      (a) The
maximum number of shares of Common Stock with respect to which Options or Stock
Appreciation Rights may be granted or issued to any one (1) Employee or
Participant in any Plan Year is five hundred thousand (500,000);

       

      (b) The
maximum number of shares of Common Stock with respect to which Stock Incentives
other than Options or Stock Appreciation Rights may be granted or issued to any
one (1) Employee or Participant in any Plan Year is five hundred thousand
(500,000);

       

      (c) The
maximum aggregate number of shares of Common Stock and the maximum dollar amount
that may be issued or paid as Performance Stock Incentives to any one
(1) Employee or Participant in any Plan Year are five hundred thousand
(500,000) shares of Common Stock, and Ten Million Dollars ($10,000,000),
respectively;

       

      (d) The
maximum aggregate number shares of Common Stock that may be issued under the
Plan through the granting of Time-Lapse Restricted Stock Incentives is two
million (2,000,000);

       

      (e) The
maximum aggregate number of shares of Common Stock that may be issued under the
Plan through the granting of Incentive Stock Options is one million seven
hundred thousand (1,700,000); and

       

      (f) The
exercise of Incentive Stock Options is also subject to the calendar year dollar
limitation provided in Section 422(d) of the Code and
Section 7.6.

       


      
        
           


        

        
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      4.3           Source of
Shares.  Such shares may be authorized but unissued shares of
Common Stock, shares of Common Stock held in treasury, whether acquired by the
Company specifically for use under this Plan or otherwise, or shares issued or
transferred to, or otherwise acquired by, a trust pursuant to Section 15.5, as
the Committee may from time to time determine, provided, however, that any
shares acquired or held by the Company for the purposes of this Plan shall,
unless and until issued or transferred to a trust pursuant to Section 15.5, or
to a Participant in accordance with the terms and conditions of a Stock
Incentive, be and at all times remain authorized but unissued shares or treasury
shares (as the case may be), irrespective of whether such shares are entered in
a special account for purposes of this Plan, and shall be available for any
corporate purpose.

       

      4.4 Restoration and Retention of
Shares.  If any shares of Common Stock subject to a Stock
Incentive shall not be issued or transferred to a Participant and shall cease to
be issuable or transferable to a Participant because of the termination,
expiration or cancellation, in whole or in part, of such Stock Incentive or for
any other reason, or if any such shares shall, after issuance or transfer, be
reacquired by the Company because of the Participant’s failure to comply with
the terms and conditions of a Stock Incentive or for any other reason, the
shares not so issued or transferred, or the shares so reacquired by the Company,
as the case may be, shall no longer be charged against the limitation provided
for in Section 4.1 and may be used thereafter for additional Stock
Incentives under the Plan; to the extent a Stock Incentive under the Plan is
settled or paid in cash, shares subject to such Stock Incentive will not be
considered to have been issued and will not be applied against the maximum
number of shares of Common Stock provided for in Section 4.1.  If
a Stock Incentive may be settled in shares of Common Stock or cash, such shares
shall be deemed issued only when and to the extent that settlement or payment is
actually made in shares of Common Stock; to the extent a Stock Incentive is
settled or paid in cash, and not shares of Common Stock, any shares previously
reserved for issuance or transfer pursuant to such Stock Incentive will again be
deemed available for issuance or transfer under the Plan; and the maximum number
of shares of Common Stock that may be issued or transferred under the Plan shall
be reduced only by the number of shares actually issued and transferred to the
Participant.  If a Participant pays the purchase price of shares
subject to an Option or applicable taxes by surrendering shares of Common Stock
in accordance with the provisions of 7.2, the number of shares surrendered shall
be added back to the number of shares available for issuance or transfer under
the Plan so that the maximum number of shares that may be issued or transferred
under the Plan pursuant to Section 4.1 shall have been charged only for the
net number of shares issued or transferred pursuant to the Option
exercise.

       

      
        	
                5.  

              	
                Eligibility

              


      

       

      An
Employee who the Committee determines is in a position to contribute
significantly to the growth and profitability of, or to perform services of
major importance to, the Company, its divisions and Subsidiaries shall be
eligible and may be designated by the Committee to participate in the Plan and
be granted Stock Incentives as determined by the Committee, in its sole
discretion, under the Plan.  Subject to the provisions of the Plan,
the Committee shall from time to time, in its sole discretion, select from such
eligible Employees those to whom Stock Incentives shall be granted and determine
the number of Shares to be granted and the form and terms of the such Stock
Incentives.  Non-Employee Directors shall be eligible to be
granted

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Stock
Incentives and to become Participants in the Plan to the extent provided in
Sections 3.2 and 9 of the Plan.

       

      
        	
                6.  

              	
                Stock
      Bonus Awards, Performance Stock Awards, Performance Unit Awards,
      Restricted Stock Awards and Restricted Unit
  Awards

              


      

       

      Stock
Bonus Awards, Performance Stock Awards, Performance Unit Awards, Restricted
Stock Awards and Restricted Unit Awards shall be subject to the following
provisions:

       

      6.1 Grants.  An
eligible Employee may be granted a Stock Bonus Award, Performance Stock Award,
Performance Unit Award, Restricted Stock Award, or Restricted Unit Award, and a
Non-Employee Director may be granted a Director Stock Award, whether or not he
or she is eligible to receive similar or dissimilar incentive compensation under
any other plan or arrangement of the Company.

       

      6.2 Issuance of
Shares.  Shares of Common Stock subject to a Stock Bonus Award,
Performance Stock Award, Performance Unit Award, Restricted Stock Award or
Restricted Unit Award, may be issued or transferred to a Participant at the time
such Award is granted, or at any time subsequent thereto, or in installments
from time to time, and subject to such terms and conditions, as the Committee
shall determine.  In the event that any such issuance or transfer
shall not be made to the Participant at the time such Award is granted, the
Committee may but need not provide for payment to such Participant, either in
cash or shares of Common Stock, from time to time or at the time or times such
shares shall be issued or transferred to such Participant, of amounts not
exceeding the dividends which would have been payable to such Participant in
respect of such shares (as adjusted under Section 13) if such shares had been
issued or transferred to such Participant at the time such Award was
granted.

       

      6.3 Cash
Settlement.  Any Stock Bonus Award, Performance Stock Award,
Performance Unit Award, Restricted Stock Award, or Restricted Unit Award may, in
the discretion of the Committee, be settled or paid in cash, or shares of Common
Stock, or in either cash or shares of Common Stock.  If a Stock
Incentive is settled or paid in cash, such settlement and/or payment shall be
made on each date on which shares would otherwise have been delivered or become
unrestricted, in an amount equal to the Fair Market Value on such date of the
shares which would otherwise have been delivered or become unrestricted and the
number of shares for which such cash payment is made shall be added back to the
maximum number of shares available for use under the Plan.  Shares of
Common Stock shall be deemed to be issued only when and to the extent that a
Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted
Stock Award, Restricted Unit Award or other Stock Incentive under the Plan is
actually settled or paid in shares of Common Stock; and to the extent a Stock
Incentive is settled or paid in cash, and not shares of Common Stock, any shares
previously reserved for issuance or transfer pursuant to such Stock Incentive
will again be deemed available for issuance or transfer under the
Plan.

       

      6.4 Terms of
Awards.  Stock Bonus Awards, Performance Stock Awards,
Performance Unit Awards, Restricted Stock Awards and Restricted Unit Awards,
shall be subject to such terms and conditions, including, without limitation,
restrictions on the sale or other disposition of the shares issued or
transferred pursuant to such Award, and conditions calling for

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      forfeiture
of the Award or the shares issued or transferred pursuant thereto in designated
circumstances, as the Committee shall determine; provided, however, that upon
the issuance or transfer of shares to a Participant pursuant to any such Award,
the recipient shall, with respect to such shares, be and become a shareholder of
the Company fully entitled to receive dividends, to vote and to exercise all
other rights of a shareholder except to the extent otherwise provided in the
Award.  All or any portion of a Stock Bonus Award may but need not be
made in the form of a Performance Stock Award, a Performance Unit Award, a
Restricted Stock Award or a Restricted Unit Award.

       

      6.5 Distribution, Payment and
Transfer.  The terms of each Stock Incentive and Award under
the Plan shall provide that distribution, payment and transfer of Common Stock,
cash or any other compensation shall not be subject to any feature or provision
that would constitute a deferral of compensation, and transfer to the
Participant shall be made so that the Participant actually receives such payment
and transfer on or as soon as reasonably practicable after the end of the period
during which such Stock Incentive or Award is subject to a substantial risk of
forfeiture, and in no event later than a date within the same taxable year of
the Participant in which such period ends, or, if later, by the 15th day of
the third calendar month following the date specified for payment under
the  Award and the Plan, and with respect to which the Participant
shall not be permitted, directly or indirectly, to designate the taxable year of
payment.  Provided, that distribution, payment and transfer under an
Award with a feature or provision that constitutes a deferral of compensation
may be made under and pursuant to a Deferred Compensation Program, if
established by the Committee pursuant to Section 10, at a specified time that is
elected and provided for therein and subject to the provisions of such Award,
and the terms and requirements of such Program and Section 409A, as provided for
in Sections 10 and 11.

       

      6.6 Loans
Prohibited.  The Committee shall not, without prior approval of
the Company’s shareholders, grant any Stock Incentive that provides for the
making of a loan or other extension of credit, directly or indirectly, by the
Company or Plan to an Employee, Participant, officer of the Company or any other
person in connection with the grant, award or payment of such Stock
Incentive.

       

      6.7 Written
Instrument.  Each Stock Bonus Award, Performance Stock Award,
Performance Unit Award, Restricted Stock Award and Restricted Unit Award shall
be evidenced in writing as authorized and provided for in
Section 15.4.

       

      6.8 Director
Awards.  Director Stock Awards shall be granted as determined
by the Committee in accordance with the provisions of Section 9, and as
otherwise provided by this Plan.

       

      
        	
                7.  

              	
                Options

              


      

       

      Options
shall be subject to the following provisions:

       

      7.1 Option
Price.  Subject to the provisions of Section 12, the
purchase price per share shall be, in the case of an Incentive Stock Option, a
Non-Statutory Stock Option, or any other Option granted under the Plan, not less
than one hundred percent (100%) of the Fair

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Market
Value of a share of Common Stock on the date the Option is granted (or in the
case of any optionee who, at the time an Incentive Stock Option is granted, owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of his or her employer corporation or of its
parent or subsidiary corporation, not less than one hundred ten percent
(110%) of the Fair Market Value of a share of Common Stock on the date the
Incentive Stock Option is granted).

       

      7.2 Payment of Option
Price.  The purchase price of shares subject to an Option may
be paid in whole or in part (i) in cash, (ii) by bank-certified,
cashier’s or personal check subject to collection, (iii) if so provided in
the Option and subject to such terms and conditions as the Committee may impose,
by delivering to the Company a properly executed exercise notice together with a
copy of irrevocable instructions to a stockbroker to sell immediately some or
all of the shares acquired by exercise of the Option and to deliver promptly to
the Company an amount of sale proceeds (or, in lieu of or pending a sale, loan
proceeds) sufficient to pay the purchase price, or (iv) if so provided in
the Option and subject to such terms and conditions as are specified in the
Option, in shares of Common Stock or other property surrendered to the
Company.  Property for purposes of this section shall include an
obligation of the Company unless prohibited by applicable law.  Shares
of Common Stock thus surrendered shall be valued at their Fair Market Value on
the date of exercise.  Any such other property thus surrendered shall
be valued at its fair market value on any reasonable basis established or
approved by the Committee.  Notwithstanding any other provision of the
Plan, the Committee shall not, without prior approval of the Company’s
shareholders, grant an Option or any other Stock Incentive that provides for the
making of a loan or other extension of credit, directly or indirectly, by the
Company or Plan to an Employee, Participant, officer of the Company, or any
other person in connection with the grant, exercise, payment or award of any
such Option or other Stock Incentive.

       

      7.3 Option
Terms.  Options may be granted for such lawful consideration,
including money or other property, tangible or intangible, or labor or services
received or to be received by the Company, as the Committee may determine when
the Option is granted, including the agreement of the optionee to remain in the
employ of the Company or one or more of its Subsidiaries at the pleasure of the
Company for such period, and on such terms, as are more particularly provided
for therein.  Property for purposes of the preceding sentence shall
include an obligation of the Company unless prohibited by applicable
law.  Subject to the foregoing and the other provisions of this
Section 7, each Option may be exercisable in full at the time of grant or
may become exercisable in one or more installments, at such time or times and
subject to satisfaction of such terms and conditions as the Committee may
determine.  The Committee may at any time accelerate the date on which
an Option becomes exercisable, and no additional consideration need be received
by the Company in exchange for such acceleration.  Unless otherwise
provided in the Option, an Option, to the extent it becomes exercisable, may be
exercised at any time in whole or in part until the expiration or termination of
the Option.

       

      7.4 Exercise by
Optionee.  Each Option shall be exercisable during the life of
the optionee only by him or her or his or her guardian or legal representative,
and after the death of the optionee only by his or her Beneficiary or, absent a
Beneficiary, by his or her estate or by a person who acquired the right to
exercise the Option by will or the laws of descent and distribution; provided,
that an Option that is made transferable by its terms and approved by
the

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Committee
pursuant to Section 14.1 shall be exercisable by a permissible transferee
in accordance with the terms of the Option.  Each Option shall expire
at such time or times as the Committee may determine; provided, that
notwithstanding any other provision of this Plan, (i) no Option shall be
exercisable after the expiration of ten (10) years from the date the Option
was granted, and (ii) no Incentive Stock Option which is granted to any
optionee who, at the time such Option is granted, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of his or her employer corporation or of its parent or subsidiary
corporation, shall be exercisable after the expiration of five (5) years
from the date such Option is granted.  If an Option is granted for a
term of less than ten (10) years, the Committee may, at any time prior to
the expiration of the Option, extend its term for a period ending not later than
the expiration of ten (10) years from the date the Option was granted, and
no additional consideration need be received by the Company in exchange for such
extension.  The Committee may but need not provide for an Option to be
exercisable after termination of employment until its fixed expiration date (or
until an earlier date or specified event occurs). Unless otherwise
specifically provided for under Section 10 and subject to the requirements of
Section 11, an Option shall not provide for the deferral of compensation to a
Participant.

       

      7.5 Exercise of
Option.  An Option shall be considered exercised if and when
written notice, signed by the person exercising the Option, or an electronic
communication if such communication is authorized and approved by the Committee
in the terms of the Option, and stating the number of shares with respect to
which the Option is being exercised, is received by the Secretary in or on a
form approved for such purpose by the Committee, accompanied by full payment of
the Option exercise price in one or more forms of payment authorized by the
Committee described in Section 7.2, for the number of share
purchased.  No Option may at any time be exercised with respect to a
fractional share.

       

      7.6 Incentive Stock Options.  An Option may,
but need not, be an Incentive Stock Option.  All shares of Common
Stock which may be made subject to Stock Incentives under this Plan may be made
subject to Incentive Stock Options; provided that the aggregate Fair Market
Value (determined as of the time the Option is granted) of the stock with
respect to which Incentive Stock Options may be exercisable for the first time
by any Employee during any calendar year (under all plans, including this Plan,
of his or her employer corporation and its parent and subsidiary corporations)
shall not exceed One Hundred Thousand Dollars ($100,000) or such other amount,
if any, as may apply under the Code.  In no event shall an Incentive
Stock Option be granted under the Plan more than ten (10) years from and
after the date the Plan is adopted, or the date the Plan is approved by the
shareholders of the Company, whichever is earlier.

       

      7.7 Written
Instrument.  Each Option shall be evidenced in writing as
authorized and provided for in Section 15.4.  An Option, if so
approved by the Committee, may include terms, conditions, restrictions and
limitations in addition to those provided for in this Plan including, without
limitation, terms and conditions providing for the transfer or issuance of
shares, on exercise of an Option, which may be non-transferable and forfeitable
to the Company in designated circumstances.

       

      7.8 Restored or Reload Options
Prohibited.  Notwithstanding any other provision of the Plan,
the Committee shall not, without prior approval of Company’s shareholders, grant
an

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Incentive
Stock Option, Non-Statutory Option or other form of Option under this Plan
containing any provision pursuant to which the optionee is to be granted a
restored or reload Option of any kind by reason of the exercise of all or part
of an Option by paying all or part of the exercise price of such Option by
surrendering shares of Common Stock.

       

      7.9 Repricing
Prohibited.  Notwithstanding any other provision of the Plan,
except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, or exchange of shares), the terms of
outstanding Stock Incentives may not be amended to reduce the exercise price of
outstanding Options or cancel outstanding Options in exchange for cash, other
Stock Incentives or Options with an exercise price that is less than the
exercise price of the original Options without Company shareholder
approval.

       

      7.10 Regulatory
Compliance.  No Option shall be exercisable unless and until
the Company (i) obtains the approval of all regulatory bodies whose
approval the General Counsel may deem necessary or desirable, and
(ii) complies with all legal requirements deemed applicable by the General
Counsel.

       

      
        	
                8.  

              	
                Stock
      Appreciation Rights

              


      

       

      8.1 General.  Subject
to the terms of the Plan, Stock Appreciation Rights may be granted to Employees
by the Committee upon such terms and conditions as the Committee determines;
provided, that the base price per share of a freestanding Stock Appreciation
Right shall be not less than one hundred percent (100%) of the Fair Market
Value of a share of the Common Stock on the date of grant of a Stock
Appreciation Right; and such Stock Appreciation Right shall be exercisable, or
be forfeited or expire upon such terms as the Committee determines and are made
a part of such Stock Appreciation Right.

       

      8.2 Stock Appreciation Rights,
Options.  Stock Appreciation Rights may be granted by the
Committee as freestanding Stock Incentives or in tandem with
Options.  A tandem Stock Appreciation Right may be included in an
Option at the time the Option is granted or by amendment of the
Option.  Exercise of any such a tandem Stock Appreciation Right will
be deemed to surrender the related Option for cancellation and vice
versa.

       

      8.3 Exercise.  A Stock
Appreciation Right shall be exercised by delivery of written notice (including
facsimile or electronic transmittal) to the Committee setting forth the number
of shares with respect to which the Stock Appreciation Right is exercised and
date of exercise, at such time and as otherwise prescribed in the Stock
Appreciation Right.

       

      8.4 Settlement.  A
Stock Appreciation Right may be settled or paid in either cash, shares of Common
Stock, or a combination thereof in accordance with its terms.  If a
Stock Appreciation Right is settled or paid in shares of Common Stock, such
shares shall be deemed to be issued hereunder only when and to the extent that
settlement or payment is actually made in shares of Common Stock.  To
the extent that a Stock Appreciation Right is actually settled in cash and not
shares of Common Stock, any shares previously reserved for issuance or transfer
pursuant to such Stock Appreciation Right shall again be deemed available for
issuance or

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      transfer
under the Plan; and the maximum number of shares of Common Stock that may be
issued under the Plan shall not be reduced by any actual settlement of a Stock
Appreciation Right in cash. Unless otherwise specifically provided for
under Section 10 and subject to the requirements of Section 11, a Stock
Appreciation Right shall not provide for the deferral of compensation to a
Participant.

       

      8.5 Written
Instrument.  Each Stock Appreciation Right granted shall be
evidenced in writing as authorized and provided in
Section 15.4.

       

      8.6 Repricing
Prohibited.  Notwithstanding any other provision of the Plan,
except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, or exchange of shares), the terms of
outstanding Stock Incentives may not be amended to reduce the exercise price of
outstanding Stock Appreciation Rights or cancel outstanding Stock Appreciation
Rights in exchange for cash, other Stock Incentives or Stock Appreciation Rights
with an exercise price that is less than the exercise price of the original
Stock Appreciation Rights without Company shareholder approval.

       

      
        	
                9.  

              	
                Director
      Stock Awards

              


      

       

      9.1 General.  Each
Non-Employee Director Participant shall receive such portion of his or her
Director Fees in Common Stock as shall be established from time to time by the
Board, with the remainder of such Director Fees to be payable in cash or in
Common Stock as elected by the Non-Employee Director Participant in accordance
with Section 9.2.

       

      9.2 Non-Employee Director
Election.  Each Non-Employee Director Participant shall have an
opportunity to elect to have the remaining portion of his or her Director Fees
paid in cash or shares of Common Stock or a combination
thereof.  Except for the initial election pursuant to the adoption of
the Plan, or the Director’s election to the Board, any such election shall be
made in writing and must be made at least thirty (30) days before the
beginning of the Plan Year in which the services are to be rendered giving rise
to such Director Fees and may not be changed thereafter except by timely written
election as to Director Fees for services to be rendered in a subsequent Plan
Year.  In the absence of such an election, such remaining portion of
the Director Fees of a Non-Employee Director shall be paid entirely in
cash.  Nothing contained in this Section 9.2 shall be interpreted
in such a manner as would disqualify the Plan for treatment as a “formula plan”
under Rule 16b-3 pursuant to which the terms and conditions of each transaction
authorized by Section 9.1 are fixed in advance by the relevant terms and
provisions thereof.

       

      9.3 Share Awards.  The
number of shares of Common Stock to be paid and distributed to a Non-Employee
Director under the provisions of Sections 9.1 and 9.2, shall be determined by
dividing the dollar amount of his or her Director Fees (which the Board has
established, and/or such Non-Employee Director has elected) to be paid in Common
Stock on any payment date by the Fair Market Value of a share of Common Stock on
that date.  Except as may otherwise be directed by the Committee, in
its sole discretion, the payment and distribution

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      of such
shares to a Non-Employee Director shall be on or within five days after the date
such Director Fees would otherwise have been paid to him or her in
cash.

       

      
        	
                10.  

              	
                Deferred
      Compensation Program

              


      

       

      10.1 Establishment of Deferred
Compensation Program.  This Section 10 shall not be effective unless
and until the Committee determines to establish a program or procedures under
the Plan providing for deferral of compensation with respect to Awards
(“Deferred Compensation Program”) pursuant to this Section.  The Committee,
in its discretion and upon such terms and conditions as it may determine,
pursuant to Sections 6.2, 6.4, 7.3, 8.1 and 14.2 herein, and consistent with the
requirements of Section 409A, may establish one or more Deferred Compensation
Programs pursuant to the Plan under which:

       

      (a) Deferred
Compensation.  Participants designated by the Committee may
irrevocably elect, prior to a date specified by the Committee and subject to
compliance with the requirements of Section 409A, to be granted an Award that
provides for the deferral of compensation of Stock Units with respect to such
number of shares of Common Stock and/or upon such other terms and conditions as
established by the Committee in lieu of:

       

      (1) shares of
Common Stock otherwise issuable to a Participant upon the exercise of an
Option;

       

      (2) shares of
Common Stock or cash otherwise issuable to a Participant upon the exercise of a
Stock Appreciation Right;

       

      (3) shares of
Common Stock or cash otherwise issuable to a Participant upon the settlement and
date of distribution, payment and transfer of a Restricted Unit
Award;

       

      (4) shares of
Common Stock or cash otherwise issuable to a Participant upon the settlement,
distribution, payment and transfer of a Performance Unit Award; or

       

      (5) shares of
Common Stock or cash otherwise issuable to a Participant upon the settlement,
distribution, payment and transfer of any other form of Stock Incentive and
Award that may otherwise be granted under the Plan.

       

      (b) Award
Deferral Feature.  The providing for the deferral of compensation
under a Stock Incentive or Award, upon the granting of such Stock Incentive or
Award, or by amendment or change of its terms, is intended to and shall only
affect the time of distribution, payment and transfer of the Award, consistent
with the nature of the Award as authorized by the Plan, and shall in no event
expand the types of Awards available under the Plan, increase the number of
Shares available under the Plan, expand the classes of persons eligible under
the Plan, provide for any extension of the term of the Plan, change the method
of determining a strike price of Options granted under the Plan, or provide for
the deletion or any limitation of any provision of the Plan or the
Award

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      prohibiting
re-pricing, and shall not increase the potential dilution of shareholders of the
Company over the lifetime of the Plan.

       

      (c) Section
409A Compliance.  The provisions of the Plan and any amendment of the
Plan with respect to the deferral of compensation or a deferred compensation
feature under a Stock Incentive or Award are intended to satisfy the
requirements of Section 409A. It is intended that any and all amendments of the
Plan and any Awards to satisfy the requirements of Section 409A shall not to be
made in any manner so as to expand the types of Stock Incentives or Awards
available under the Plan, and the Plan and all Awards shall be interpreted and
applied in a manner consistent with such intent.

       

      10.2 Terms and Conditions of Stock Incentives, Awards.  Stock
Incentives or Awards granted under the Plan that pursuant to this Section 10
provide for deferral of compensation, shall be evidenced by Award Agreements
applicable to such Stock Incentives or Awards and other written instruments in
such form as the Committee shall from time to time establish.  Award
Agreements and other written instruments evidencing such Award Agreements may
incorporate all or any of the terms of the Plan by reference and, except as
provided below, shall comply with and be subject to the terms and conditions of
Section 11.

       

      (a) Voting
Rights; Dividend Equivalent Rights and Distributions.  Participants
shall have no voting rights with respect to shares of Stock represented by Stock
Units until the date of the issuance of such shares of Common
Stock.  A  Participant may be entitled to dividend
equivalent rights with respect to the payment of cash dividends on Common Stock
during the period beginning on the date the Stock Units are granted to the
Participant and ending on the earlier of the date on which such Stock Units are
settled, as provided for by the Award Agreement and determined by the Committee,
subject to the terms and conditions of Section 11.

       

      (b) Settlement,
Payment and Transfer.  A Participant electing to receive an Award of
Stock Units pursuant to this Section 10 shall specify at the time of such
election a settlement, distribution, payment and transfer date with respect to
such Award in compliance with the requirements of Section 409A.  The
Company shall issue to the Participant on the specified payment date elected by
the Participant, or established with respect to the Award, or as soon thereafter
as practicable, a number of whole shares of Stock equal to the number of vested
Stock Units subject to the Stock Unit Award.  Such shares of Stock
shall be fully vested, and the Participant shall not be required to pay any
additional consideration (other than applicable tax withholding) to acquire such
shares.

       

      
        	
                11.  

              	
                Compliance
      With Section 409A

              


      

       

      11.1 Awards Subject to Section
409A.  The provisions of this Section 11 shall apply to any
Stock Incentive or Award or portion thereof that provides for the deferral of
compensation and is or becomes subject to Section 409A, notwithstanding any
provision to the contrary contained in the Plan or the Award Agreement or other
written instrument applicable to such Award.  Awards subject to
Section 409A include, without limitation:

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (a)           Any
Nonstatutory Stock Option or Stock Appreciation Right that permits the deferral
of compensation other than the deferral of recognition of income until the
exercise of the Award;

       

      (b) Each
Stock Incentive or Award that provides for the deferral of compensation;
and

       

      (c) Any
Restricted Stock Unit Award, Performance Award, cash-based Award or Other
Stock-based Award if such Award provides for the deferral of compensation and
either (i) the Award provides by its terms for settlement, distribution, payment
and transfer of all or any portion of the Award on one or more specified dates
or (ii) the Committee permits or requires the Participant to elect, or the
Committee designates one or more dates on which the Award will be settled,
distributed, paid and transferred.

       

      11.2 Deferral and/or Distribution
Elections.  Except as otherwise permitted or required by Section
409A and Treasury Regulations thereunder or other applicable Secretary of the
Treasury published guidance, the following rules shall apply to any deferral of
compensation and/or distribution elections (each, an “ Election ”) that may be
permitted, required or designated by the Committee pursuant to an Award subject
to Section 409A:

       

      (a) All
Elections must be in writing and specify the amount of the distribution, payment
and transfer in settlement of an Award being deferred, as well as the Specific
Time and form of distribution as permitted by this Plan, in accordance with
Section 409A and the Treasury Regulations thereunder.

       

      (b) All
Elections shall be made by the end of the Participant’s taxable year prior to
the year in which services commence for which an Award may be granted to such
Participant; provided, however, that:

       

      (1) if the
Award provides for forfeitable rights under which the Participant has a legally
binding right to a distribution, payment or transfer in a subsequent year that
is subject to a condition requiring the Participant to continue to provide
services for a period of at least 12 months from the date the Participant
obtains a legally binding right to avoid forfeiture of the distribution, payment
or transfer and the Election is made at least 12 months in advance of the
earliest date the Participant at which a forfeiture condition could lapse,
or

       

      (2) if the
Award qualifies as “performance-based compensation” for purposes of Section 409A
and is based on services performed over a period of at least twelve (12) months,
then the Election may be made no later than six (6) months prior to the end of
such period, or

       

      (3) if the
Election is otherwise permissible at a later date pursuant to Section 409A, the
Treasury Regulations thereunder or other applicable guidance.

       

      (c) Elections
shall continue in effect until a written election to revoke or change such
Election is received by the Company, except that a written election to revoke or
change such Election must be made prior to the last day for making an
Election

       

      
        
          
          

        

        
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      determined
in accordance with paragraph (b) above or as permitted by Section 11.3, and
Section 409A.

       

      11.3 Subsequent Elections.
 Except as otherwise permitted or required by Section 409A, the Treasury
Regulations thereunder or other applicable guidance, any Award subject to
Section 409A which permits a subsequent Election (“Subsequent Election”) to
delay the distribution or change the form of distribution in settlement of such
Award shall comply with the following requirements:

       

      (a) No
Subsequent Election may take effect until at least twelve (12) months after the
date on which the Subsequent Election is made;

       

      (b) Each
Subsequent Election related to a distribution, payment, or transfer in
settlement of an Award not described in Section 11.4(b), 11.4(c) or 11.4(f) must
result in a delay of the payment, distribution or transfer for a period of not
less than five (5) years from the date such distribution, payment or transfer
would otherwise have been made; and

       

      (c) No
Subsequent Election related to a distribution, payment or transfer pursuant to
Section 11.4(d) shall be made less than twelve (12) months prior to the date of
the first scheduled payment as to such distribution, payment or
transfer.

       

      11.4 Distributions Pursuant to Deferral
Elections.  Except as otherwise permitted or required by
Section 409A or Treasury Regulations thereunder or other applicable guidance, no
distribution, payment or transfer in settlement of an Award subject to Section
409A may commence earlier than:

       

      (a) Separation
from service within the meaning of and as provided for under Section 409A and
the Treasury Regulations thereunder (“Separation from Service”);

       

      (b) The date
the Participant becomes Disabled (as defined below);

       

      (c) Death;

       

      (d) A
Specified Time (or pursuant to a Fixed Schedule) that is either (i) designated
by the Committee upon the grant of an Award and set forth in the Award Agreement
evidencing such Award or (ii) specified by the Participant in an Election
complying with the requirements of Section 11.2 and/or 11.3, as
applicable;

       

      (e) To the
extent provided by Treasury Regulations under Section 409A, a change in the
ownership or control of the Company or in the ownership of a substantial portion
of the assets of the Company; or

       

      (f) The
occurrence of an Unforeseeable Emergency (as defined below and as provided for
under by Treasury Regulations under Section 409A).

       

      For
purposes of the foregoing and the Plan, a "Specified Time" means a date or dates
at which deferred compensation is payable and that are nondiscretionary and
objectively

       


      
        
           


        

        
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      determinable
at the time the compensation is deferred, as provided for in Treasury
Regulations under Section 409A; and "Fixed Schedule” means the distribution or
payment of deferred compensation in a fixed schedule of distributions or
payments that are determined and fixed at the time the deferral of such
compensation is first elected or designated pursuant to the Plan and the
requirements of Section 409A.

       

      Notwithstanding
anything else herein to the contrary, to the extent that a Participant is a
“Specified Employee” (as defined in Section 409A(a)(2)(B)(i) of the Code) of the
Company, no distribution pursuant to Section 11.4(a) in settlement of an Award
subject to Section 409A may be made before the date (the “Delayed Payment Date”)
which is six (6) months after such Participant’s date of Separation from
Service, or, if earlier, the date of the Participant’s death.  All
such amounts that would, but for this paragraph, become payable prior to the
Delayed Payment Date shall be accumulated and paid on the Delayed Payment
Date.

       

      11.5 Unforeseeable
Emergency.  The Committee shall have the authority to provide
in the Award Agreement evidencing any Award subject to Section 409A for
distribution in settlement of all or a portion of such Award in the event that a
Participant establishes, to the satisfaction of the Committee, the occurrence of
an Unforeseeable Emergency.  In such event, the amount(s) distributed
with respect to such Unforeseeable Emergency cannot exceed the amounts necessary
to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of such distribution(s), after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant’s assets  the liquidation of such assets would not itself
cause severe financial hardship) or by cessation of deferrals under the
Award.  All distributions with respect to an Unforeseeable Emergency
shall be made in a lump sum as soon as practicable following the Committee’s
determination that an Unforeseeable Emergency has occurred.  For
purposes of the foregoing, Unforeseeable Emergency means a severe financial
hardship to the Participant resulting from illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code
Section 152(a)) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary circumstances arising as a result of
events beyond the control of the Participant, including such events and
circumstances as  and considered to be an Unforeseeable Emergency
under Code section 409A and the regulations thereunder.  It is
intended and directed with respect to any such unforeseeable emergency that any
amounts distributed under the Plan by reason thereof shall not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).

       

      The
occurrence of an Unforeseeable Emergency shall be judged and determined by the
Committee.  The Committee’s decision with respect to whether an
Unforeseeable Emergency has occurred and the manner in which, if at all, the
distribution, payment or transfer in settlement of an Award shall be altered or
modified, shall be final, conclusive, and not subject to approval or
appeal.

       


      
        
           


        

        
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      11.6           Disability.  The
Committee shall have the authority to provide in any Award subject to Section
409A for distribution, payment or transfer in settlement of such Award in the
event that the Participant becomes Disabled.  A Participant shall be
considered “Disabled” and that term shall mean means that a Participant is
unable to engage in substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, or is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or expected to last for a
continuous period of not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under an
accident or health plan covering Employees of the Corporation.  A
Participant will be deemed to be Disabled if such Participant is determined to
be totally disabled by the Social Security Administration.

       

      All
distributions payable by reason of a Participant becoming Disabled shall be paid
in a lump sum or in periodic installments as established by the Participant’s
Election, commencing as soon as practicable following the date the Participant
becomes Disabled.  If the Participant has made no Election with
respect to distributions upon becoming Disabled, all such distributions shall be
paid in a lump sum as soon as practicable following the date the Participant
becomes Disabled.

       

      11.7 Death.  If a
Participant dies before complete distribution, payment or transfer of amounts to
be distributed, paid or transferred upon settlement of an Award subject to
Section 409A, such undistributed amounts shall be distributed, paid or
transferred to his or her beneficiary under the distribution and payment method
for death established by the Participant’s Election as soon as administratively
possible following receipt by the Committee of satisfactory notice and
confirmation of the Participant’s death.  If the Participant has made
no Election with respect to distribution or payment upon death, distribution and
payment shall be paid in a lump sum as soon as practicable following the date of
the Participant’s death.

       

      11.8 No Acceleration of
Distributions.  Notwithstanding anything to the contrary
herein, this Plan does not permit the acceleration of the time or schedule of
any distribution, payment or transfer under an Award subject to Section 409A,
except as provided by Section 409A and/or the Treasury Regulations
thereunder.

       

      
        	
                12.  

              	
                Certain
      Change in Control, Termination of Employment and Disability
      Provisions

              


      

       

      Notwithstanding
any provision of the Plan to the contrary, any Stock Incentive which is
outstanding but not yet exercisable, vested or payable at the time of a Change
in Control shall become exercisable, vested and payable at that time; provided,
that if such Change in Control occurs less than six months after the date on
which such Stock Incentive was granted and if the consideration for which such
Stock Incentive was granted consisted in whole or in part of future services,
then such Stock Incentive shall become exercisable, vested and payable at the
time of such Change in Control only if the Participant agrees in writing (if
requested to do so by the Committee in writing) to remain in the employ of the
Company or a Subsidiary at least through the date which is six months after the
date such Stock Incentive was granted with substantially the same title, duties,
authority, reporting relationships and compensation as on the day immediately
preceding the Change in Control.  Any Option affected by the preceding
sentence

       


      
        
           


        

        
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      shall
remain exercisable until it expires or terminates pursuant to its terms and
conditions.  Subject to the foregoing provisions of this Section 12,
the Committee may at any time, and subject to such terms and conditions as it
may impose:

       

      (a) authorize
the holder of an Option to exercise the Option following the termination of the
Participant’s employment with the Company and its Subsidiaries, or following the
Participant’s disability, whether or not the Option would otherwise be
exercisable following such event, provided that in no event may an Option be
exercised after the expiration of its term;

       

      (b) grant
Options which become exercisable only in the event of a Change in
Control;

       

      (c) authorize
a Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted
Stock Award, or Restricted Unit Award to become non-forfeitable, fully earned
and payable upon or following (i) the termination of the Participant’s
employment with the Company and its Subsidiaries, or (ii) the Participant’s
disability, whether or not the Award would otherwise become non-forfeitable,
fully earned and payable upon or following such event;

       

      (d) grant
Stock Bonus Awards, Performance Stock Award, Performance Unit Awards, Restricted
Stock Awards or Restricted Unit Awards which become non-forfeitable, fully
earned and payable only in the event of a Change in Control; and

       

      (e) provide
in advance or at the time of Change in Control for cash to be paid in settlement
of any Option, Stock Bonus Award, Performance Stock Award, Performance Unit
Award, Restricted Stock Award or Restricted Unit Award in the event of a Change
in Control, either at the election of the Participant or at the election of the
Committee.

       

      
        	
                13.  

              	
                Adjustment
      Provisions

              


      

       

      In the
event that any recapitalization, or reclassification, split-up or consolidation
of shares of Common Stock shall be effected, or the outstanding shares of Common
Stock shall be, in connection with a merger or consolidation of the Company or a
sale by the Company of all or a part of its assets, exchanged for a different
number or class of shares of stock or other securities or property of the
Company or any other entity or person, or a record date for determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in Common Stock or other property (other than normal cash dividends)
shall occur, (i) the number and class of shares or other securities or
property that may be issued or transferred pursuant to Stock Incentives
thereafter granted or that may be optioned or awarded under the Plan to any
Participant, (ii) the number and class of shares or other securities or
property that may be issued or transferred under outstanding Stock Incentives,
(iii) the purchase price to be paid per share under outstanding and future
Stock Incentives, and (iv) the price to be paid per share by the Company or
a Subsidiary for shares or other securities or property issued or transferred
pursuant to Stock Incentives which are subject to a right of the Company or a
Subsidiary to reacquire such shares or other securities or property, shall in
each case be equitably adjusted; provided that with

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      respect
to Incentive Stock Options any such adjustments shall comply with Sections 422
and 424 of the Code.

       

      
        	
                14.  

              	
                Administration

              


      

       

      14.1 Committee.  The
Plan shall be administered by a committee of the Board of Directors consisting
of two or more non-employee directors appointed from time to time by the Board
of Directors.  A majority of the Committee members shall constitute a
quorum.  The acts of a majority of the Committee members at a meeting
at which a quorum is present or acts approved in writing by a majority of the
Committee members shall be deemed acts of the Committee.  Each member
of the Committee shall satisfy such criteria of independence as the Board of
Directors may establish and such regulatory or listing requirements as the Board
of Directors may determine to be applicable or appropriate.  No person
shall be appointed to or shall serve as a member of such Committee unless at the
time of such appointment and service he or she shall be a “Non-Employee
Director,” as defined in SEC Rule 16b-3.  Unless the Board of
Directors determines otherwise, the Committee shall be comprised solely of
“outside directors” within the meaning of Section 162(m)(4)(C)(i) of the
Code.

       

      14.2 Committee Authority, Rules,
Interpretations of Plan.  The Committee may establish such
rules and regulations, not inconsistent with the provisions of the Plan, as it
may deem necessary for the proper administration of the Plan, and may amend or
revoke any rule or regulation so established.  The Committee shall,
subject to the provisions of the Plan, have full power to interpret, administer
and construe the Plan and any instruments issued under the Plan and full
authority to make all determinations and decisions thereunder including without
limitation the authority to (i) select the Participants in the Plan,
(ii) determine when Stock Incentives shall be granted, (iii) determine
the number of shares to be made subject to each Stock Incentive,
(iv) determine the type of Stock Incentive to grant, (v) determine the
terms and conditions of each Stock Incentive, including the exercise price, in
the case of an Option, (vi) prescribe the terms and forms of written
instruments evidencing Stock Incentives granted pursuant to and in accordance
with the Plan and other forms necessary for administration of the Plan, and
(vii) approve any transaction involving a Stock Incentive for a
Section 16 Person (other than a “Discretionary Transaction” as defined in
SEC Rule 16b-3) so as to exempt such transaction under SEC Rule 16b-3; provided,
that any transaction under the Plan involving a Section 16 Person also may
be approved by the Board of Directors, or may be approved or ratified by the
shareholders of the Company, in the manner that exempts such transaction under
SEC Rule 16b-3.  The interpretation by the Committee of the terms and
provisions of the Plan and any instrument or other evidence of a Stock Incentive
issued thereunder, and its administration thereof, and all action taken by the
Committee, shall be final, binding, and conclusive on the Company, the
shareholders of the Company, Subsidiaries, all Participants and employees, and
upon their respective Beneficiaries, successors and assigns, and upon all other
persons claiming under or through any of them.

       

      14.3 Section 409A Compliance
Authority.  Notwithstanding any other provision of the Plan to the
contrary or any Award or Award Agreement, the Committee may, but shall not be
required to, in its sole and absolute discretion and without the consent of any
Participant, amend the Plan, or any Award Agreement, or other written instrument
issued under the Plan, or take such other actions with respect to an Award of
Award Agreement, to take effect retroactively or

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      otherwise,
as it deems necessary or advisable for the purpose of conforming the Plan, or
such Award Agreement or other written instrument to any present or future law,
regulation or rule applicable to the Plan or such Award or Award Agreement,
including without limitation, Section 409A and Treasury Regulations issued under
Section 409A.

       

      The
Company intends that the Plan shall be administered and all Awards and Stock
Incentives granted thereunder subject to Section 409A shall be administered,
interpreted and applied in a manner that complies with Section
409A.

       

      Provided,
that the Company and the Committee makes no representations that Stock
Incentives and Awards granted under the Plan shall be exempt from or comply with
Section 409A of the Code and makes no undertaking to preclude Section 409A of
the Code from applying to Stock Incentives and Awards granted under the
Plan.  The Company and the Committee shall not be responsible for any
additional tax imposed upon a Participant or other person pursuant to Section
409A, nor shall the Company or Committee indemnify or otherwise reimburse a
Participant or other person for any liability incurred as a result of Section
409A.

       

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

       

      
        	
                15.  

              	
                General
      Provisions

              


      

       

      15.1 Nontransferability.  Any
provision of the Plan to the contrary notwithstanding, any Stock Incentive
issued under the Plan, including without limitation any Option, shall not be
transferable by the Participant other than by will or the laws of descent and
distribution or to a Beneficiary designated by the Participant, unless the
instrument evidencing the Stock Incentive expressly so provides (or is amended
to so provide) and is approved by the Committee; and any purported transfer of
an Incentive Stock Option to a Beneficiary, or other transferee, shall be
effective only if such transfer is, in the opinion of the General Counsel,
permissible under and consistent with SEC Rule 16b-3 or Section 422 of the
Code, as the case may be.  Notwithstanding the foregoing, a
Participant may transfer any Stock Incentive granted under this Plan, other than
an Incentive Stock Option, to members of his or her immediate family (defined as
his or her children, grandchildren and spouse) or to one or more trusts for the
benefit of such immediate family members or partnerships in which such immediate
family members are the only partners if (and only if) the instrument evidencing
such Stock Incentive expressly so provides (or is amended to so provide) and is
approved by the Committee; provided, that under no circumstances shall any
transfer of a Stock Incentive be made for value or consideration to the
Participant.  Any such transferred Stock Incentive shall continue to be
subject to the same terms and conditions that were applicable to such Stock
Incentive immediately prior to its transfer (except that such transferred Stock
Incentive shall not be further transferable by the transferee inter vivos, except for
transfer back to the original Participant holder of the Stock Incentive) and
provided, further, that the foregoing provisions of this sentence shall apply to
Section 16 Persons only if the General Counsel determines that doing so
would not jeopardize any exemption from Section 16 of the Exchange Act
(including without limitation SEC Rule 16b-3) for which the Company intends
Section 16 Persons to qualify.  The designation of a Beneficiary by
a

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Participant
pursuant to Section 15.15 is not a transfer for purposes of the foregoing
provisions of this paragraph.

       

      15.2 No Employment
Contract.  Nothing in this Plan or in any instrument executed
pursuant hereto shall confer upon any person any right to continue in the
employment of the Company or a Subsidiary, or shall affect the right of the
Company or a Subsidiary to terminate the employment of any person at any time
with or without cause.

       

      15.3 Right to
Shares.  No shares of Common Stock shall be issued or
transferred pursuant to a Stock Incentive unless and until all legal
requirements applicable to the issuance or transfer of such shares have, in the
opinion of the General Counsel, been satisfied.  Any such issuance or
transfer shall be contingent upon the person acquiring the shares giving the
Company any assurances the General Counsel may deem necessary or desirable to
assure compliance with all applicable legal requirements.

       

      15.4 Written
Instrument.  A Stock Incentive and Award granted under this
Plan shall be evidenced in writing in such manner as the Committee determines,
including, without limitation, by written Award Agreement or other physical
instrument, by electronic communication, or by book entry.  Such
written evidence of a Stock Incentive shall contain the terms and conditions
thereof, consistent with this Plan, which shall be incorporated in it by
reference.  In the event of any dispute or discrepancy regarding the
terms of a Stock Incentive, the records of the Board of Directors and Committee
shall be determinative.

       

      15.5 Limitation of
Interest.  No person (individually or as a member of a group)
and no Beneficiary or other person claiming under or through him or her, shall
have any right, title or interest in or to any shares of Common Stock
(i) issued or transferred to, or acquired by, a trust, (ii) allocated,
or (iii) reserved for the purposes of this Plan, or subject to any Stock
Incentive except as to such shares of Common Stock, if any, as shall have been
issued or transferred to him or her.  The Committee may (but need not)
provide at any time or from time to time (including without limitation upon or
in contemplation of a Change in Control) for a number of shares of Common Stock,
equal to the number of such shares subject to Stock Incentives then outstanding,
to be issued or transferred to, or acquired by, a trust (including but not
limited to a grantor trust) for the purpose of satisfying the Company’s
obligations under such Stock Incentives, and, unless prohibited by applicable
law, such shares held in trust shall be considered authorized and issued shares
with full dividend and voting rights, notwithstanding that the Stock Incentives
to which such shares relate shall not have been exercised or may not be
exercisable or vested at that time.

       

      15.6 Withholdings.  The
Company and its Subsidiaries may make such provisions as they may deem
appropriate for the withholding of any taxes which they determine they are
required to withhold in connection with any Stock Incentive.  Without
limiting the foregoing, the Committee may, subject to such terms and conditions
as it may impose, permit or require any withholding tax obligation arising in
connection with the grant, exercise, vesting, distribution or payment of any
Stock Incentive to be satisfied in whole or in part, with or without the consent
of the Participant, by having the Company withhold all or any part of the shares
of Common Stock that vest or would otherwise be distributed at such
time.  Any shares so withheld shall be valued at their Fair Market
Value on the date of such withholding.

       


      
        
           


        

        
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      15.7 Other Plans.  Nothing in this
Plan is intended to be a substitute for, or shall preclude or limit the
establishment or continuation of, any other plan, practice or arrangement for
the payment of compensation or fringe benefits to directors, officers or
employees generally, or to any class or group of such persons, which the Company
or any Subsidiary now has or may hereafter lawfully put into effect, including,
without limitation, any incentive compensation, retirement, pension, group
insurance, stock purchase, stock bonus or stock option plan.

       

      15.8 Section 16 Exemption
Requirements.  Any provision
of the Plan to the contrary notwithstanding, except to the extent that the
Committee determines otherwise, transactions by and with respect to
Section 16 Persons under the Plan are intended to qualify for any
applicable exemptions provided by SEC Rule 16b-3, and the provisions of the Plan
and Stock Incentives granted under the Plan shall be administered, interpreted
and construed to carry out such intent and any provision that cannot be so
administered, interpreted and construed shall to that extent be
disregarded.

       

      15.9 Section 162(m)
Qualification.  Any provision of the Plan to the contrary
notwithstanding, except to the extent the Committee determines otherwise,
transactions with respect to persons whose remuneration would not be deductible
by the Company but for compliance with the provisions of Section 162(m) of
the Code are intended to be Qualified Performance Stock Incentives that comply
with the provisions of Section 162(m) of the Code.  The Plan is
also intended to give the Committee the authority to award Stock Incentives that
are Qualified Performance Stock Incentive awards that qualify as
performance-based compensation under Section 162(m) of the Code, as well as
Stock Incentives that are Non-Qualified Performance Stock Incentive awards that
do not so qualify.  Every provision of the Plan shall be administered,
interpreted and construed to carry out such intent and any provision that cannot
be so administered, interpreted and construed shall to that extent be
disregarded.  In administration and interpretation of the
Plan:

       

      (a) Performance
Stock Incentives granted to Employees under the Plan that are intended to be
Qualified Performance Stock Incentives shall be paid, vested or otherwise
awarded and delivered solely on account of the attainment of one or more
pre-established, objective Performance Goals established by the Committee in
writing.  A Performance Goal shall generally be pre-established prior
to commencement of the Performance Period, and in no event later than the
earlier of (i) ninety (90) days after the commencement of the period
of service to which a Performance Goal relates, provided, that the outcome is
substantially uncertain at the time the Performance Goal is established, and
(ii) the lapse of twenty-five percent (25%) of the period of service
(as scheduled in good faith at the time the Performance Goal is established),
and in any event while the outcome is substantially uncertain.  A
Performance Goal shall be deemed objective if a third party having knowledge of
the relevant facts could determine if it is met.  Such a Performance
Goal may be based on one or more business performance criteria that apply to a
Participant, one or more business units, subsidiaries, divisions or sectors of
the Company, or the Company as a whole, and if so determined by the Committee,
by comparison with a designated peer group of companies or
businesses.  A Performance Goal may include one or more of the
following criteria or standards: (i) increased revenue, (ii) net
income measures, including without limitation, income after capital costs, and
income before or after taxes, (iii) stock price measures,
including

       

      
        
          
          

        

        
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      without
limitation, growth measures and total stockholder return, (iv) market
share, (v) earnings per share (actual or targeted growth),
(vi) earnings before interest, taxes, depreciation, and amortization,
(vii) economic value added, (viii) cash flow measures, including
without limitation, net cash flow, and net cash flow before financing
activities, (ix) return measures, including without limitation, return on
equity, return on average assets, return on capital, risk adjusted return on
capital, return on investors’ capital and return on average equity,
(x) operating measures, including without limitation, operating income,
funds from operations, cash from operations, after-tax operating income, sales
volumes, production volumes, and production efficiency, (xi) expense
measures, including but not limited to, finding and development costs, overhead
costs, and general and administrative expense, (xii) margins,
(xiii) shareholder value, (xiv) total shareholder return,
(xv) reserve addition, (xvi) proceeds from dispositions,
(xvii) total market value, and (xviii) corporate value criteria or
standards including, without limitation, ethics, environmental and safety
compliance.

       

      (b) A
Performance Goal need not be based upon an increase or a positive result under a
particular business criterion, and may include, the maintaining of the status
quo or limiting economic or financial losses measured by reference to specific
business criteria.  A Performance Goal must include business criteria,
and a Performance Goal shall not be established or be considered to exist based
on the mere continued employment of an Employee.

       

      (c) Performance
Goals may be identical for all Participants, or may be different for one or more
Participants, as determined by the Committee in its sole
discretion.

       

      (d) In
interpreting the provisions of the Plan and Stock Incentives granted under the
Plan applicable to Qualified Performance Stock Incentives, it is intended that
the Plan will conform with the standards and requirements of Section 162(m)
of the Code and Treasury Regulation §1.162-27(e)(2), and any successor
provisions of the Code and Treasury Regulations as to Stock Incentives granted
to those Employees whose compensation is, or likely to be, subject to
Section 162(m) of the Code, and the Committee in establishing Performance
Goals and interpreting the Plan and Stock Incentives shall be guided by such
provisions, as it determines, in its sole discretion.

       

      (e) Prior to
the payment or distribution of any compensation based upon the achievement of
Performance Goals for a Qualified Performance Stock Incentive, the Committee
shall certify in writing that the applicable Performance Goals and any of the
material terms thereof were, in fact, satisfied.  The approved minutes
of a Committee meeting or written memorandum of action of the Committee without
a meeting in which the certification is made may be treated as a written
certification.  Certification by the Committee is not required for
compensation that is attributable solely to the increase in the value of the
Common Stock.

       

      (f) Subject
to the foregoing provisions, the terms, conditions and limitations applicable to
any Qualified Performance Stock Incentives that are granted pursuant to the Plan
shall be determined by the Committee.

       


      
        
           


        

        
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      15.10  Plan
Acceptance.  By accepting any benefits under the Plan, each
Participant, and each person claiming under or through a Participant shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, all provisions of the Plan and any action or decision under the
Plan by the Company, its agents and employees, and the Board of Directors and
the Committee.

       

      15.11 Governing Law.  The
validity, construction, interpretation and administration of the Plan and of any
determinations or decisions made thereunder, and the rights of all persons
having or claiming to have any interest therein or thereunder, shall be governed
by, and determined exclusively in accordance with, the laws of the State of
Oklahoma, but without giving effect to the principles of conflicts of laws
thereof.  Without limiting the generality of the foregoing, the period
within which any action arising under or in connection with the Plan must be
commenced, shall be governed by the laws of the State of Oklahoma, without
giving effect to the principles of conflicts of laws thereof, irrespective of
the place where the act or omission complained of took place and of the
residence of any party to such action and irrespective of the place where the
action may be brought.

       

      15.12 No Secured
Interest.  A Participant shall have only a right to shares of
Common Stock or cash or other amounts, if any, payable in settlement of a Stock
Incentive under this Plan, unsecured by any assets of the Corporation or any
other entity.

       

      15.13 Gender and Singular
References.  The use of the masculine gender shall also include
within its meaning the feminine.  The use of the singular shall
include within its meaning the plural and vice versa.

       

      15.14 Death of
Participant.  Unless otherwise specified in the Stock
Incentive, if the person to whom the Stock Incentive is granted dies, then
(1) an Option that is not yet exercisable shall become immediately
exercisable in full, (2) any remaining restrictions with respect to the
Stock Incentive shall expire, and (3) the Committee may alter or accelerate
the settlement schedule, Performance Goals or other performance criteria, or
payment or other terms of any Stock Incentive.

       

      15.15 Beneficiary
Designation.  A Participant to whom a Stock Incentive is
granted under this Plan may designate a Beneficiary in writing and in accordance
with such requirements and procedures as the Committee may
establish.

       

      
        	
                16.  

              	
                Plan
      Amendment and Termination

              


      

       

      The Plan
may be amended by the Board of Directors, without shareholder approval, at any
time and in any respect, unless approval of the amendment in question by the
shareholders of the Company is required under Oklahoma law, the Code (including
without limitation Code Section 422 and Proposed Treasury Regulation
Section 1.422A-9(b)(iv) thereunder), any applicable exemption from
Section 16 of the Exchange Act (including without limitation SEC Rule
16b-3) for which the Company intends Section 16 Persons to qualify, any
national securities exchange or system on which the Common Stock is then listed
or reported, by any regulatory body having jurisdiction with respect to the
Plan, or under any other applicable laws, rules or regulations, in which case
such amendment shall be effective only if and to the extent it is approved by
the

       


      
        
           


        

        
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      shareholders
of the Company as so required.  The Plan may also be terminated at any
time by the Board of Directors.  No amendment or termination of this
Plan shall adversely affect any Stock Incentive granted prior to the date of
such amendment or termination without written consent of the
Participant. Notwithstanding any other provision of the Plan to the
contrary, the Committee may, in its sole and absolute discretion and without the
consent of any Participant, amend the Plan or any Award Agreement, or any
written instrument issued under the Plan, to take effect retroactively or
otherwise, as it deems necessary or advisable for the purpose of conforming the
Plan or such Award Agreement or instrument to any present or future law,
regulation or rule applicable to the Plan, including, without limitation,
Section 409A.

       

      


       

      Amended
and restated as of this 18th day of
December, 2008.

       

      


      By:
__________________________________________

                                      David E.
Roth

      Senior Vice President Administrative
Services

      


       


      
        
           


        

        
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