EXHIBIT 10.39
 
 SECTION 1
 Establishment Of Plan; Purpose Of Plan
 1.1 Establishment of Plan.
 1.2 Purpose of Plan.
 1.3 Approval of Plan and Incentive Awards.
 SECTION 2
 Definitions
  2.1 Act
 2.2 Affiliate
 2.3 Board
 2.4 Cause Section 2.4.
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2.5 Change in Control
 2.6 Code
 2.7 Committee
 2.8 Common Stock
 2.9 Company
 2.10 Continuing Directors
 2.11 Covered Employee
 2.12 Director
 2.13 Disability
 2.14 Employee
 2.15 Employee Benefit Plan
 2.16 Excluded Holder
 2.17 Incentive Award
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2.18 Market Value
 2.19 Mature Shares
 2.20 Nasdaq
 2.21 Participant
 2.22 Performance Section 10.1
 2.23 Performance Measures Section 10
 2.24 Performance Period
 2.25 Performance-Based Compensation
 2.26 Person
 2.27 Plan
 2.28 Restricted Period Sections 7 8
 2.29 Restricted Stock Section 7 Section 7
 2.30 Restricted Stock Unit Section 7 Section 7
 2.31 Retirement
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2.32 Stock Appreciation Right SAR Section 6
 2.33 Stock Award Section
8
 2.34 Stock Option
 2.35 Subsidiary
 2.36 Termination Cessation
 SECTION 3
 Administration
 3.1 Power and Authority.
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3.2 Grants or Awards to Participants. Sections 4.1 4.2
 3.3 Amendments or Modifications of Incentive Awards. Section 12 Section 4.3 provided,
 3.4 Indemnification of Committee Members. Section 3.4
 SECTION 4
 Shares Subject to the Plan
 4.1 Number of Shares. Section 4.3
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4.2 Limitation Upon Incentive Awards. Section 4.1 Section 4.3 Section 4.2 Section 4.2
 4.3 Adjustments.
 (a) Stock Dividends and Distributions. Section 4.2
 (b) Other Actions Affecting Common Stock. Section 4.3(a)
 SECTION 5
 Stock Options
 5.1 Grant.
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Section 4.2 provided
 5.2 Stock Option Agreements. Section 5
 5.3 Stock Option Exercise Price. Section 5.5
 5.4 Medium and Time of Payment.
 5.5 Stock Options Granted to 10% Shareholders.
 5.6 Limits on Exercisability. Section 5.5
 5.7 Restrictions on Transferability.
 (a) General.
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(b) Other Restrictions.
 5.8 Termination of Employment or Directorship Status.
 (a) General.
 (b) Death.
 (c) Disability.
 (d) Participant Retirement.
 (e) Termination for Cause.
 SECTION 6
 Stock Appreciation Rights
 6.1 Grant. Section 5
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6.2 Exercise; Payment.
 SECTION 7
 Restricted Stock and Restricted Stock Units
 7.1 Grant. Sections 4.1 4.2 Section 10 Section 10
 7.2 Restricted Stock Agreements. Section 7
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7.3 Vesting.
 7.4 Termination of Employment or Directorship Status.
 (a) General. Section 7. 4(b)
 (b) Death, Retirement or Disability.
 7.5 Restrictions on Transferability.
 (a) General.
 (b) Other Restrictions.
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7.6 Legending of Restricted Stock.
   7.7 Rights as a Shareholder. provided, Section 7
 7.8 Voting Rights.
 SECTION 8
 Stock-Based Awards
 8.1 Grant. Sections 4.1 4.2
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8.2 Rights as a Shareholder.
 (a) Stock Awards. Section 8 provided
 (b) General.
 SECTION 9
 Change in Control
 9.1 Acceleration of Vesting.
 9.2 Cash Payment for Stock Options and Stock Appreciation Rights.
 SECTION 10
 Performance Measures
 10.1 Performance Measures. Section 10
 (a)
    
    Net income (before or after taxes, interest, depreciation, and/or
amortization);(b)
    
    Net income per share;(c)
    
    Return on equity;
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(d)
    
    Cash earnings;(e)
    
    Cash earnings per share (reflecting dilution of the Common Stock as the
Committee deems appropriate and, if the Committee so determines, net of or including
dividends);(f)
    
    Cash earnings return on equity;(g)
    
    Operating income;(h)
    
    Operating income per share;(i)
    
    Operating income return on equity;(j)
    
    Return on assets;(k)
    
    Cash flow;(l)
    
    Cash flow return on capital;(m)
    
    Return on capital;(n)
    
    Productivity ratios;(o)
    
    Share price (including without limitation growth measures, total shareholder
return or comparison to indices);(p)
    
    Expense or cost levels;(q)
    
    Margins;(r)
    
    Operating efficiency;(s)
    
    Efficiency ratio;(t)
    
    Customer satisfaction, satisfaction based on specified objective goals or a
Company-sponsored customer survey;(u)
    
    Employee satisfaction, satisfaction based on specified objective goals or a
Company-sponsored employee survey;(v)
    
    Economic value added measurements;(w)
    
    Market share or market penetration with respect to specific designated
products or services, product or service groups and/or specific geographic areas;(x)
    
    Reduction of losses, loss ratios, expense ratios or fixed costs;(y)
    
    Employee turnover; and(z)
    
    Specified objective social goals.
 Section 10
 10.2 Evaluation of Performance.
 10.3 Committee Discretion. Section 10.1
 10.4 Adjustment of Performance-Based Compensation.
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10.5 Performance-Based Compensation Conditioned on Performance. Section 10
 10.6 Time of Determination of Performance Goals by Committee. Section 10
 10.7 Section 162(m) Purpose.
 10.8 Objective Standards. Section 10 Section 10 Section 10.6
 Section 11
 General Provisions
 11.1 No Rights to Incentive Awards.
 11.2 Withholding.
 11.3 Compliance with Laws; Listing and Registration of Shares.
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11.4 No Limit on Other Compensation Arrangements.
 11.5 No Right to Employment.
 11.6 No Liability of Company.
 11.7 Suspension of Rights under Incentive Awards.
 11.8 Governing Law.
 11.9 Severability.
 SECTION 12
 Termination and Amendment
 12.1 Board and Committee Actions. provided Section 4.3 Sections 5.3 6.1 Section 4.3 Section 4.2
 12.2 No Impairment. Section 12.1
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provided
 SECTION 13
 Effective Date and Duration of the Plan
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