[THOMSON LOGO]

                           U.S. Employee Shareholding
                                  December 2003






                           U.S. EMPLOYEE PLAN DOCUMENT








                               December 2003


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                                 [THOMSON LOGO]

                           U.S. Employee Shareholding
                                  December 2003



                           U.S. EMPLOYEE PLAN DOCUMENT

                                    CONTENTS

INTRODUCTION..................................................................1

DEFINED TERMS.................................................................1

TERMS AND CONDITIONS OF THE PLAN..............................................3

         A.   Purpose.........................................................3

         B.   Eligibility.....................................................3

         C.   Offer Period....................................................3

         D.   Purchase Price..................................................4

         E.   Terms of Thom Invest 2003.......................................4
              1.  Conversion of Purchase Price to U.S. Dollars................4
              2.  Restrictions on Resale......................................4
              3.  Payment Terms...............................................5
              4.  Consequences of a Default in Payment........................5
              5.  Termination of Employment...................................7
              6.  Consequences of Death.......................................7

         F.   Certain General Terms and Conditions............................7
              1.  Allotment and Allocation....................................7
              2.  Maximum Purchase Order......................................7
              3.  Purchase Formalities........................................8
              4.  Required Tax Payments.......................................8
              5.  Safekeeping.................................................9
              6.  Resales.....................................................9
              7.  Rights of Participating Employees as Shareholders..........10
              8.  Administration and Amendment...............................11


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                                 [THOMSON LOGO]

                           U.S. Employee Shareholding
                                  December 2003

                           U.S. EMPLOYEE PLAN DOCUMENT


                                  INTRODUCTION

         This U.S. Employee Plan document sets forth the terms and conditions of
an offering of ordinary voting shares of Thomson to eligible employees of
Thomson and its majority-owned subsidiaries who reside in the United States.



                                  DEFINED TERMS

         As used in this Plan document, the following terms have the meanings
indicated. In addition, other terms are defined throughout the Plan document and
are thereafter written with initial capital letters.

Defined Term                  Meaning
------------                  -------

"ADR"                         An American Depositary Receipt, which is a U.S.
                              dollar-denominated, negotiable certificate that
                              represents an ADS.

"ADS"                         An American Depositary Share.  Each ADS represents
                              one Share.  Shares offered pursuant to the Plan
                              will be in the form of ADSs.

"Allocation Date"             The date on which Shares purchased pursuant to the
                              Plan are definitively allocated to Participating
                              Employees and transferred to accounts maintained
                              on their behalf with the Depositary.

"Committee"                   As defined in Section F.8 below.

"Deposit Agreement"           As defined in Section F.5 below.



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                                       2


"Depositary"                  JPMorgan Chase Bank, which is the depositary bank
                              for the Company's ADS program and has been
                              retained by the Company to perform certain
                              administrative functions in connection with the
                              Plan.

"Eligible Employees"          Employees who are eligible to purchase Shares
                              under the Plan. The conditions of eligibility are
                              set forth at Section B below.

"Four-Installment Payment
Method"                       As defined in Section E.3 below.

"Offer Period"                The period during which Eligible Employees may
                              submit orders for Shares offered under the Plan.

"Participating Employee"      An Eligible Employee who elects to purchase Shares
                              under the Plan.

"Plan"                        The terms and conditions of Thomson U.S. Employee
                              Shareholding - December 2003 as set forth in
                              this plan document.

"Private Placement"           As defined in Section A below.

"Reference Price"             As defined in Section D below.

"Securities Act"              As defined in Section F.7 below.

"Shares"                      The ordinary voting shares of the Company.  Each
                              Share has a nominal value of 3.75 euro.

"Thom Invest 2003"            The purchase option being made available to
                              Eligible Employees.

"Thom Invest 2003
Restricted Period"            As defined in Section E.2 below.

"Thomson" or the "Company"    Thomson (formerly known as Thomson multimedia), a
                              French company.

"U.S. Subsidiaries"           Those companies organized within the United States
                              in which Thomson owns, directly or indirectly, a
                              majority interest.

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                                       3



"Worldwide Employee Offering" An offering of Shares to eligible employees of
                              Thomson and its majority-owned subsidiaries
                              throughout the world.  The offering pursuant to
                              the Plan constitutes a part of the Worldwide
                              Employee Offering.



                        TERMS AND CONDITIONS OF THE PLAN

A.   Purpose

         The purpose of the Plan is to enable Eligible Employees to purchase
Shares on preferential terms and thereby to encourage them to identify their
interests with those of the Company. Shares offered under the Plan are currently
owned by TSA (formerly Thomson SA), which is wholly owned by the French State.

         The offering pursuant to the Plan is part of a series of transactions
that includes a sale by TSA of a portion of its stake in the Company through a
private placement to institutional investors (the "Private Placement").

         The Plan is not subject to the provisions of the U.S. Employee
Retirement Income Security Act of 1974, as amended, and is not a "qualified
plan" under Section 401(a) of the U.S. Internal Revenue Code, as amended.

B.   Eligibility

         "Eligible Employees" include all individuals who, at the beginning of
the Offer Period, are employed on a regular full-time basis, or on a regular
part-time basis working 20 or more hours per week, by any U.S. Subsidiary.

         Eligible Employees include employees who otherwise meet the
requirements described in the preceding paragraph, but who are absent from
active service due to an authorized leave for disability, workers compensation,
family leave or other authorized leave of absence.

         There is no minimum service requirement for participation in the Plan
by active employees.

         Former employees (retired or otherwise) are not Eligible Employees.

C.   Offer Period

         The Offer Period is expected to open 8:00 A.M. (New York time) on
Friday, December 12, 2003 and to close at 11:59 P.M. (New York time) on
Friday, December 19, 2003.

         The Company reserves the right to change the expected starting or end
dates of the Offer Period. The Company will notify Eligible Employees of any
such change.

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                                       4


D.   Purchase Price

         The prices for Shares offered under the Plan is 14.60 euro. This
represents a 20% discount from the price of 18.25 euro per Share (the "Reference
Price") at which TSA sold Shares in the Private Placement.

E.   Terms of Thom Invest 2003

         A single purchase option is available to Eligible Employees under the
Plan. This purchase option is referred to as "Thom Invest 2003."

         Unlike prior employee offerings, Thom Invest 2003 does not include any
provision for "bonus shares."

         1.       Conversion of Purchase Price to U.S. Dollars

         The purchase price for Shares under Thom Invest 2003 is 14.60 euro per
Share. Participating Employees in the United States will make payment in U.S.
dollars.

         The U.S. dollar equivalent of the initial amount due for Shares
purchased under Thom Invest 2003 will be based on an exchange established at the
time Participating Employees are invoiced for amounts due. The Company's
determination of these U.S. dollar amounts will be final and binding on all
Participating Employees.

         Participating Employees bear the risk of exchange rate fluctuations.

         2.       Restrictions on Resale

         A Participating Employee may not sell, pledge or otherwise transfer
(including by gift) Shares purchased pursuant to Thom Invest 2003 for the longer
of

          o    two years from the Allocation Date; and

          o    the date on which the full purchase price of such Shares is paid.

This period is referred to herein as the "Thom Invest 2003 Restricted Period."
Under no circumstances will Participating Employees be permitted to sell, pledge
or otherwise transfer Shares purchased under Thom Invest 2003 during the Thom
Invest 2003 Restricted Period.

         For a Participating Employee who elects to pay for shares using the
Four-Installment Payment Method described below, the Thom Invest 2003 Restricted
Period will continue until three years after the Allocation Date, because the
final installment payment will not be made until then.

         The resale restrictions of the Plan will remain in effect if a
Participating Employee's employment terminates before the end of the Thom Invest
2003 Restricted Period.

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                                       5


         Participating Employees who purchase Shares under Thom Invest 2003 will
not be able to liquidate their investment during the Thom Invest 2003 Restricted
Period and must, therefore, bear the financial risk of their investment during
this period.

         3.       Payment Terms

         Two payment methods will be available for Shares purchased under Thom
Invest 2003. A Participating Employee must select a single payment method for
all Shares purchased under Thom Invest 2003.

         a. Payment in Full. A Participating Employee may make payment in full
for Shares purchased under Thom Invest 2003. Participating Employees electing
this payment option will be invoiced following the Allocation Date for the full
purchase price of their Thom Invest 2003 Shares. See "Restrictions on Resale"
above.

         b. Four-Installment Payment Method. Participating Employees may
alternatively elect to make payment for Shares purchased under Thom Invest 2003
in four cash installments (the "Four-Installment Payment Method") as follows:

          o    Participating Employees electing this payment option will be
               invoiced following the Allocation Date for the first installment,
               equal to 20% of the total purchase price for Shares purchased
               under Thom Invest 2003.

          o    The second installment will be due approximately one year after
               the Allocation Date and will also equal 20% of the total purchase
               price.

          o    The third installment will be due approximately two years after
               the Allocation Date and will equal 30% of the total purchase
               price.

          o    The fourth and final installment will be due approximately three
               years after the Allocation Date and will equal the remaining 30%
               of the total purchase price.

         No interest will be charged on the unpaid balance of the purchase price
of Shares purchased using the Four-Installment Payment Method.  If, however, the
unpaid balance is $10,000 or more, the U.S. Internal Revenue Service will impute
interest that will be taxable income to the Participating Employee.

         To secure repayment of the second, third and fourth installments, the
Company will hold a security interest in all Shares that a Participating
Employee purchases under Thom Invest 2003. This security interest will continue
in effect until a Participating Employee's obligations have been satisfied in
full. See "Consequences of a Default in Payment" below.

         4.       Consequences of a Default in Payment

         All orders under the Plan will become binding and irrevocable at the
end of the Offer Period.

         a. Default on First Payment. A default in making the initial payment
due for Shares purchased under Thom Invest 2003 (the full purchase price, if the
Participating Employee elects payment in full, or the first installment, if the
Participating Employee elects the Four-Installment Payment Method), will not
relieve a Participating Employee of his or her obligations under the Plan. The

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                                       6


Company may enforce its right to be paid any delinquent amount and/or may seek
recovery of any damages it may incur as a result of the Participating Employee's
default. Alternatively, the Company may elect to treat the Participating
Employee's order for Shares under Thom Invest 2003 as null and void, and the
Participating Employee will forfeit all rights under Thom Invest 2003.

         b. Other Defaults. All Participating Employees who elect the
Four-Installment Payment Method will be required to execute a Pledge and
Security Agreement under which they will grant a security interest to the
Company or a designated subsidiary in all Shares purchased under Thom Invest
2003. This security interest will secure the Participating Employee's
obligations to pay the remaining three installments of the purchase price of
Shares purchased using the Four-Installment Payment Method and to pay all
required tax amounts.

         A Participating Employee who defaults in satisfying any portion of the
purchase price for Share when due will be considered in default under the Plan.
Default will have the following consequences:

          i.   If the default relates to payment of any portion of the purchase
               price, the Participating Employee will forfeit the 20% discount
               under Thom Invest 2003. Consequently, the Participating Employee
               will be required to make payment of the full Reference Price
               (18.25 euro) for such Shares.

          ii.  Upon the occurrence of an event of default, the Company or its
               subsidiary will have the right to direct the Depositary to sell
               up to all of the Shares held by it as security for the
               Participating Employee's obligations. The proceeds of any such
               sale shall be applied:

                    First, to pay all obligations then owed by the Participating
               Employee under the Plan, including any unpaid portion of the
               purchase price for Shares and any unpaid tax amount. If the
               default relates to the second or third installment under the
               Four-Installment Payment Method, the Company or its subsidiary
               may, in its discretion, elect to sell enough Shares to pay either
               the full balance of the purchase price owed by the defaulting
               Participating Employee or only the amount of such installment
               (determined, in either case, after giving effect to forfeiture of
               the 20% discount applicable at the time of purchase, as described
               above). In the latter case, the Participating Employee's
               obligation to make any subsequent installment payment will
               continue in full force and effect; and

                    Second, to pay the expenses of the Company or its subsidiary
               in enforcing the Pledge and Security Agreement, in realizing on
               or protecting the collateral under such agreement and in
               enforcing or collecting the Participating Employee's obligations
               thereunder, including attorneys' fees.

         Any remaining proceeds will be paid to the defaulting Participating
Employee or his or her successors and assigns, or as a court of competent
jurisdiction may direct. If, after such sales, there exists any net balance owed
to the Company or its designated subsidiary, the Participating Employee will be
obligated to reimburse the Company for the deficit amount.

         The amount of Shares to be sold following a default in payment shall be
determined by the Company in its sole discretion, and a defaulting Participating
Employee shall have no right to require the Company to direct the sale of fewer
than all of the Shares purchased pursuant to Thom Invest 2003.

         All dividends and other property, if any, received with respect to the
Shares will also be applied to the amount owed.


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                                       7


         5.       Termination of Employment

         The following terms shall apply upon termination of a Participating
Employee's employment, whether by retirement, voluntary resignation, involuntary
termination or otherwise.

         a. Restrictions on Transfer Continue in Effect. Shares purchased under
Thom Invest 2003 will remain subject to the restrictions on transfer described
above in "Restrictions on Resale" for the remainder of the Thom Invest 2003
Restricted Period, notwithstanding termination of employment.

         b. Payment Obligations. Termination of employment will not affect a
Participating Employee's rights in Shares purchased under Thom Invest 2003 or
the Participating Employee's obligations under the Four-Installment Payment
Method. Following termination of employment a Participating Employee will remain
obligated to make any remaining installments of the purchase price for Shares at
the same time and in the same manner as employees whose employment continues,
and will incur the same consequences if there is a default in payment; see
"Payment Terms" above.

         6.       Consequences of Death

         Upon the death of a Participating Employee prior to the payment of the
final installment of the purchase price for Shares purchased using the
Four-Installment Payment Method, all rights of the Participating Employee in or
with respect to such Shares, and all obligations to make additional installment
payments, shall be transferred to the Participating Employee's estate or to any
person or persons who shall have acquired such Shares by will or the laws of
descent and distribution. The estate or such other person or persons shall have
the right to prepay any remaining installment payments at any time without
penalty. A subsequent default by such estate or other person in the payment of
any installment payment when due will have the consequences described above
under "Payment Terms -- Consequences of a Default in Payment".

         Before giving effect to any purported transfer by will or the laws of
descent and distribution, the Company may require submission to it or its agent
of written notice of the transfer and a copy of the will and/or such evidence as
the Company or such agent may deem necessary to establish the validity of the
transfer.

F.   Certain General Terms and Conditions

         1.       Allotment and Allocation

         The number of Shares available for the Worldwide Employee Offering will
be limited to 5,775,883 Shares. If total employee orders in the Worldwide
Employee Offering exceed this amount, an allocation or reduction rule will be
applied under conditions defined by the French State in consultation with the
Company. The determination of the French State as to the number of Shares
allotted to any Participating Employee shall be final and binding.

         2.       Maximum Purchase Order

         Under applicable French law, the Shares purchased by any Participating
Employee pursuant to the Plan may not have an aggregate purchase price in excess
of 145,912.40 euro. Consequently, the maximum order under Thom Invest 2003 will
be 9,994 Shares.


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                                       8


         If an Eligible Employee places an order for Shares having an aggregate
purchase price in excess of this limit, the order will automatically be reduced
and will be considered an order for 9,994 Shares.

         3.       Purchase Formalities

         Eligible Employees who elect to purchase Shares will place orders
through an Interactive Voice Response (IVR) system operated by JPMorgan Chase
Bank. The IVR system may be accessed within the United States by calling a
toll-free number that will be communicated to Eligible Employees.

         Orders may be modified or cancelled through the IVR system until the
end of the Offer Period. There will be no charge for any such modification or
cancellation. All orders will become binding and irrevocable at the end of the
Offer Period and will constitute a legally enforceable contract of the
Participating Employee at that time.

         Following the end of the Offer Period, the French State, in
consultation with the Company, will determine the number of Shares to be
allocated to each Participating Employee, based on the procedures and
limitations described above under "Allotment and Allocation." Participating
Employees will be notified of the number of Shares allocated to them. Shares
will be allocated in whole numbers only.

         Participating Employees will be required to sign and return to the
Company with their initial payment a confirmation of their acceptance of the
terms and conditions of the Plan, which will include, for employees who elect
the Four-Installment Payment Method, a Pledge and Security Agreement granting a
security interest in their Thom Invest 2003 Shares to the Company or a
designated subsidiary of the Company.

         Participating Employees will also be advised of any applicable
withholding tax payment. See "Required Tax Payments" below.

         4.       Required Tax Payments

         The Company or its U.S. Subsidiaries are required to withhold the U.S.
federal income tax and, where applicable, state income and employment taxes
applicable to compensation realized upon the purchase of Shares under the Plan.
Participating Employees who are citizens or permanent residents of the United
States, or otherwise taxable in the United States on compensation earned from
the Company or its U.S. Subsidiaries, will recognize ordinary income for U.S.
federal income tax purposes in an amount equal to (i) the fair market value of
the Shares purchased, determined at the time Shares are allocated to
Participating Employees, minus (ii) the subscription price.  U.S. federal
employment taxes (Social Security and Medicare (FICA and FUTA) taxes), as well
as state income tax, may also be due, depending on the circumstances of the
Participating Employee.

         Following the Allocation Date, the Company or its U.S. Subsidiaries
will notify Participating Employees of the applicable amount of the taxes
required to be paid in connection with their purchase. Required tax amounts will
be withheld from future payments of salary (or payments of other compensation)
to Participating Employees to the extent possible. If the Participating
Employee's employer determines that salary withholding will not be an adequate
or feasible way to satisfy withholding tax obligations, such Participating
Employee will be required to forward a check in the appropriate amount to the
Company or the appropriate U.S. Subsidiary within ten days. If a Participating
Employee's employment terminates before the Allocation Date, he or she will not
be able to satisfy applicable tax obligations through salary withholding and may
be required to submit a check in the appropriate amount to the Company or a U.S.
Subsidiary.

         Notwithstanding anything else in the Plan, the Company reserves the
right to assert any and all remedies that may be available to it if a
Participating Employee fails to forward a check in the amount of any required
tax payment within the specified period, including without limitation the right
to


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                                       9


treat an order as void and without effect or to delay delivery of purchased
Shares until payment has been made. The security interest held by the Company or
its subsidiary in a Participating Employee's Shares will continue in effect
until the Participating Employee has satisfied all tax obligations under the
Plan. If a Participating Employee fails to make any required tax payment, the
Company or its subsidiary may exercise any rights it has under law, including
under its security interest, and may in its discretion direct the Depositary to
sell deposited securities and deduct the amount owing from the net proceeds of
such sale. See "Consequences of a Default in Payment" above. The Participating
Employee will remain liable for any shortfall.

         5.       Safekeeping

         The Shares purchased pursuant to the Plan will be issued in book-entry
form and registered on the books of the Company's headquarters in France. Shares
will be deposited with the Depositary pursuant to a Deposit Agreement between
the Company and JPMorgan Chase Bank, as Depositary (the "Deposit Agreement"),
against issuance by the Depositary of an equal number of American Depositary
Shares. The Depositary, as custodian for the Plan, will in turn maintain an
account in the name of each Participating Employee, which account will reflect
the number of Shares (in the form of ADSs) held by such Participating Employee.

         After Shares have been fully paid for, a Participating Employee may
request the Depositary to issue a certificate (an ADR) for those Shares.

         The Depositary will issue periodic statements to Participating
Employees. Such statements shall reflect any dividends received and distributed
to the Participating Employee since the last statement. The Depositary will also
issue any tax forms, returns and claims for recovery of the French "avoir
fiscal" and withholding taxes and certificates showing the total amount of the
dividends received by the Participating Employee during the applicable calendar
year.

         The Company or one or more of its subsidiaries will bear all
administrative charges relating to maintenance of Participating Employee
accounts with the Depositary at least until the end of the Thom Invest 2003
Restricted Period, provided that the Participating Employee maintains his or her
account with the Depositary during this period. Participating Employees will be
responsible for brokerage and similar charges incurred in connection with
resales of Shares, and for any charges incurred with respect to sales of Shares
resulting from a default in payment of an installment under Thom Invest 2003.
See "Terms of Thom Invest 2003 -- Consequences of a Default in Payment."

         6.       Resales

         For so long as Shares are held by a Participating Employee through the
Depositary, any sale of Shares by such Participating Employee will be made
through the Depositary, who will offer the Shares, or cause the Shares to be
offered, for sale on the New York Stock Exchange, Euronext Paris (formerly the
Paris Bourse) or any other stock exchange on which the Shares are actively
traded. (In the event of a sale on a stock exchange in the United States, the
Shares will be sold in the form of ADSs.) The sale of Shares is subject to
brokerage commissions, for which the selling Participating Employee will be
responsible.


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                                       10


         7.       Rights of Participating Employees as Shareholders

         Except as otherwise noted, Participating Employees will have the rights
and privileges provided under French law in the Shares they purchase under the
Plan. Voting and dividend rights with respect to the Shares are described below.

         a. Voting. The Depositary shall mail to each Participating Employee, as
promptly as practicable following receipt thereof by the Depositary, all notices
of shareholders' meetings and related proxy statements and other materials
prepared by the Company for distribution to holders of ADSs. In accordance with
the Deposit Agreement and to the extent permitted by French law, the Depositary
shall, upon request by a holder of ADSs, take appropriate action to enable the
Shares underlying such holder's ADSs to be voted in accordance with the
instructions of such holder.

         The Company is not subject to the proxy rules of the United States
Securities Exchange Act of 1934, as amended.

         b. Cash and Share Dividends. All cash dividends paid by the Company in
respect of Shares purchased under the Plan shall be converted by the Depositary
into U.S. dollars at the then prevailing exchange rates and shall be distributed
to the Participating Employees in proportion to the number of Shares owned by
them. Any Shares or other property (other than the rights referred to below)
distributed by the Company in respect of the Shares shall be held by the
Depositary for the account of the Participating Employees.

         The Company does not currently pay dividends. There can be no assurance
that the Company will pay dividends on the Shares in the future, nor can any
assurance be given as to the amount of any such dividends.

         c. Rights. The Company may, from time to time, offer to its
shareholders rights to subscribe for additional Shares or rights of any other
nature. The Company may, in its sole discretion, decide not to register such
rights or the securities to which such rights relate under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), where such registration would be
required in connection with the offer or sale of such rights or securities to
Participating Employees. In such case, Participating Employees will not be
permitted to purchase such securities or otherwise exercise such rights and the
Depositary may dispose of such rights for the account of the Participating
Employees in a manner that it deems equitable and practicable and distribute the
proceeds to the Participating Employees (subject to the payment of any expenses
incurred in connection with such disposal).

         d. Other Adjustments. The terms and conditions of the Plan, may be
equitably adjusted in the discretion of the Committee (as defined below) in the
event of a stock split, stock dividend, recapitalization, reorganization,
merger, consolidation, spin-off, split-up, combination, exchange of Shares,
warrants or rights offering to purchase Shares or similar event. It is
understood that any such adjustment shall be made in a manner that the Committee
considers to be consistent with any adjustments made in respect of other Shares
sold in the Worldwide Employee Offering.



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                                       11


         8.       Administration and Amendment

         a. Administration. The Plan shall be administered by a committee (the
"Committee"). The members of the Committee are appointed with the approval of,
and serve at the discretion of, Thomson and are eligible to participate in the
Plan on the same terms as other Eligible Employees. Decisions of the Committee
are final and conclusive in all matters relating to the Plan, including without
limitation any determination of whether an individual is an Eligible Employee.

         The Plan provides for the making of certain determinations, including
without limitation determinations of fair market value of Shares and exchange
rates to be used to determine the amount of installment payments. The Company
(which may, but shall not be required to, act through the Committee) shall be
responsible for making all such determinations, and all such determinations
shall be final and binding on Participating Employees.

         No member of the Committee shall be liable for anything whatsoever in
connection with the administration of the Plan except such member's own willful
misconduct. Under no circumstances shall any member of the Committee be liable
for any act or omission of any other member of the Committee. In the performance
of its functions with respect to the Plan, the Committee shall be entitled to
rely upon information and advice furnished by the officers of the Thomson group
(including the U.S. Subsidiaries), the group's accountants and counsel and any
other party the Committee deems necessary, and no member of the Committee shall
be liable for any action taken or not taken in reliance upon any such advice.
Members of the Committee will be indemnified by the Company or another member of
the Thomson group (including the U.S. Subsidiaries) for any liabilities,
expenses or losses incurred by them in connection with the administration of the
Plan.

         b. Right to Amend or Terminate the Plan. The Company in its discretion
may amend the terms of the Plan, including the terms of Thom Invest 2003, at any
time, or from time to time. No such amendment, however, may adversely affect the
rights of Participating Employees in Shares they have already purchased under
the Plan. In addition, the Company reserves the right to terminate operation of
the Plan at any time in its sole discretion, and, should it elect to do so
before delivery of any of the Shares for which orders were tendered, the orders
shall be canceled, and this Plan shall cease to have any effect.