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                                                                  Exhibit 10.4



                       ALLEGHENY TECHNOLOGIES INCORPORATED

                               1996 INCENTIVE PLAN

                          ADMINISTRATIVE RULES FOR THE
                       ALLEGHENY TECHNOLOGIES INCORPORATED
                     STOCK ACQUISITION AND RETENTION PROGRAM

                        EFFECTIVE AS OF JANUARY 1, 2000
                            (AS AMENDED AND RESTATED)

ARTICLE I.  ADOPTION AND PURPOSE OF THE PROGRAM

                  1.01 ADOPTION. These rules are adopted by the Personnel and
         Compensation Committee and the Stock Incentive Award Subcommittee of
         the Board of Directors pursuant to the authority reserved in Section
         3.01 of the Allegheny Technologies Incorporated 1996 Incentive Plan
         (the "Plan"). Capitalized terms used but not defined in these rules
         shall have the same meanings as in the Plan.

                  1.02 PURPOSE. The purpose of the Allegheny Technologies
         Incorporated Stock Acquisition and Retention Program (the "SARP") is to
         assist the Corporation and its subsidiaries in retaining and motivating
         selected key management employees who will contribute to the success of
         the Corporation and its subsidiaries. The SARP encourages eligible
         employees to hold a proprietary interest in the Corporation by offering
         them an opportunity to receive grants of restricted shares of Stock
         which, in accordance with the terms and conditions set forth below,
         will vest only if the employees retain, for a specified period of time,
         ownership of (i) shares of Stock purchased pursuant to the SARP or (ii)
         already-owned shares of Stock which such employees identify as being
         subject to the SARP. Awards under the SARP will act as an incentive to
         participating employees to achieve long-term objectives which will
         inure to the benefit of all stockholders of the Corporation.

ARTICLE II.  DEFINITIONS

         For purposes of these rules, the capitalized terms set forth below
shall have the following meanings:

                  2.01 AWARD AGREEMENT means a written agreement between the
         Corporation and a Participant or a written acknowledgment from the
         Corporation specifically setting forth the terms and conditions of an
         award of Restricted Stock granted to a Participant pursuant to Article
         VII of these rules.

                  2.02  BOARD means the Board of Directors of the Corporation.

                  2.03 BUSINESS DAY means any day on which the New York Stock
         Exchange shall be open for trading.

                  2.04 CAUSE means a determination by the Committee that a
         Participant has engaged in conduct that is dishonest or illegal,
         involves moral turpitude or jeopardizes the Corporation's right to
         operate its business in the manner in which it is now operated.


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                  2.05 CHANGE IN CONTROL means any of the events set forth
         below:

                           (a) The acquisition in one or more transactions,
                  other than from the Corporation, by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Exchange Act) of beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the Exchange Act) of a number
                  of Corporation Voting Securities in excess of 30% of the
                  Corporation Voting Securities unless such acquisition has been
                  approved by the Board; or

                           (b) Any election has occurred of persons to the Board
                  that causes two-thirds of the Board to consist of persons
                  other than (i) persons who were members of the Board on
                  January 1, 1998 and (ii) persons who were nominated for
                  election as members of the Board at a time when two-thirds of
                  the Board consisted of persons who were members of the Board
                  on January 1, 1998; provided, however, that any person
                  nominated for election by the Board at a time when at least
                  two-thirds of the members of the Board were persons described
                  in clauses (i) and/or (ii) or by persons who were themselves
                  nominated by such Board shall, for this purpose, be deemed to
                  have been nominated by a Board composed of persons described
                  in clause (i); or

                           (c) Approval by the stockholders of the Corporation
                  of a reorganization, merger or consolidation, unless,
                  following such reorganization, merger or consolidation, all or
                  substantially all of the individuals and entities who were the
                  respective beneficial owners of the Outstanding Stock and
                  Corporation Voting Securities immediately prior to such
                  reorganization, merger or consolidation, following such
                  reorganization, merger or consolidation beneficially own,
                  directly or indirectly, more than 60% of, respectively, the
                  then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors or
                  trustees, as the case may be, of the entity resulting from
                  such reorganization, merger or consolidation in substantially
                  the same proportion as their ownership of the Outstanding
                  Stock and Corporation Voting Securities immediately prior to
                  such reorganization, merger or consolidation, as the case may
                  be; or

                           (d) Approval by the stockholders of the Corporation
                  of (i) a complete liquidation or dissolution of the
                  Corporation or (ii) a sale or other disposition of all or
                  substantially all the assets of the Corporation.

                  2.06 COMMITTEE means the Stock Incentive Award Subcommittee of
         the Board, in the case of individuals who are "officers" of the
         Corporation as defined in Rule 16a-1(f) as promulgated by the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934, as amended, as such Rule may be amended from time to time, and
         the Personnel and Compensation Committee of the Board, in the case of
         individuals who are not such officers of the Corporation.

                  2.07 CORPORATION means Allegheny Technologies Incorporated, a
         Delaware corporation, and its successors.

                  2.08 CORPORATION VOTING SECURITIES means the combined voting
         power of all outstanding voting securities of the Corporation entitled
         to vote generally in the election of the Board.

                  2.09 DATE OF GRANT means the date as of which an award of
         Restricted Stock is granted in accordance with Article VII of these
         rules.


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                  2.10 DESIGNATED STOCK means shares of Stock already owned by a
         Participant that the Participant identifies as being subject to the
         SARP, thereby triggering the grant of Restricted Stock to such
         Participant pursuant to Article VII of these rules.

                  2.11 DESIGNATION NOTICE means a written notice, in a form
         acceptable to the Committee, by which a Participant designates
         previously-acquired shares of Stock as Designated Stock.

                  2.12 DISABILITY means any physical or mental injury or disease
         of a permanent nature which renders a Participant incapable of meeting
         the requirements of the employment performed by such Participant
         immediately prior to the commencement of such disability. The
         determination of whether a Participant is disabled shall be made by the
         Committee in its sole and absolute discretion. Notwithstanding the
         foregoing, if a Participant's employment by the Corporation or an
         applicable subsidiary terminates by reason of a disability, as defined
         in an Employment Agreement between such Participant and the Corporation
         or an applicable subsidiary, such Participant shall be deemed to be
         disabled for purposes of the SARP.

                  2.13 EFFECTIVE DATE means January 1, 2000.

                  2.14 EXCHANGE ACT means the Securities Exchange Act of 1934,
         as amended.

                  2.15 FAIR MARKET VALUE means, as of any given date, the
         average of the high and low trading prices of the Stock on such date as
         reported on the New York Stock Exchange or, if the Stock is not then
         traded on the New York Stock Exchange, on such other national
         securities exchange on which the Stock is admitted to trade, or, if
         none, on the National Association of Securities Dealers Automated
         Quotation System if the Stock is admitted for quotation thereon;
         provided, however, if there were no sales reported as of such date,
         Fair Market Value shall be computed as of the last date preceding such
         date on which a sale was reported; provided, further, that if any such
         exchange or quotation system is closed on any day on which Fair Market
         Value is to be determined, Fair Market Value shall be determined as of
         the first date immediately preceding such date on which such exchange
         or quotation system was open for trading.

                  2.16 OUTSTANDING STOCK means, at any time, the issued and
         outstanding Stock.

                  2.17 PARTICIPANT means any person selected by the Committee,
         pursuant to Section 5.01 of these rules, as eligible to participate
         under the SARP.

                  2.18 PERMITTED TRANSFEREE means a Participant's spouse, or (by
         blood, adoption or marriage) parent, child, stepchild, descendant or
         sibling, or the estate, any guardian, custodian, conservator or
         committee of, or any trust for the benefit of, the Participant or any
         of the foregoing persons.

                  2.19 PLAN means the Allegheny Technologies Incorporated 1996
         Incentive Plan, as the same may be amended from time to time.

                  2.20 PURCHASE AMOUNT means the dollar amount that a
         Participant specifies in a Purchase Notice with respect to a particular
         Purchase Date.

                  2.21 PURCHASE DATE means, the date on which the Corporation
         receives the Purchase Notice or, if such date is not a Business Day,
         the Business Day immediately preceding the date on which such Notice is
         received.


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                  2.22 PURCHASED STOCK means Stock purchased by a Participant
         pursuant to Article VI of these rules, which triggers the grant of
         Restricted Stock to such Participant pursuant to Article VII of these
         rules.

                  2.23 PURCHASE LOAN means a loan provided to a Participant by
         the Corporation to facilitate the Participant's purchase of Stock
         pursuant hereto.

                  2.24 PURCHASE NOTICE means a written notice, in a form
         acceptable to the Committee, by which a Participant may elect to
         purchase Stock as of a Purchase Date in accordance with Section 6.01 of
         these rules.

                  2.25 RELATED STOCK means, with respect to any three-quarters
         of a share of Restricted Stock, the one share of Purchased Stock or
         Designated Stock, as the case may be, which entitles such Participant
         to receive such three-quarters of a share of Restricted Stock pursuant
         to Article VII of these rules.

                  2.26 RESTRICTED STOCK means shares of Stock awarded to a
         Participant subject to restrictions as described in Article VII of
         these rules.

                  2.27 SARP means the Stock Acquisition and Retention Program,
         as the same may be amended from time to time.

                  2.28 SARP YEAR means each of the calendar years during the
         term the SARP remains in effect.

                  2.29 STOCK means the common stock, par value $0.10 per share,
         of the Corporation.

ARTICLE III.  ADMINISTRATION

         The SARP shall be administered by the Committee, which shall have
exclusive and final authority and discretion in each determination,
interpretation or other action affecting the SARP and its Participants. The
Committee shall have the sole and absolute authority and discretion to interpret
the SARP, to modify these administrative rules for the SARP, to select, in
accordance with Section 5.01 of these rules, the persons who will be
Participants hereunder, to impose such conditions and restrictions as it
determines appropriate and to take such other actions and make such other
determinations in connection with the SARP as it may deem necessary or
advisable.

ARTICLE IV.  STOCK ISSUABLE UNDER THE SARP

                  4.01 SHARES OF STOCK ISSUABLE. The Stock to be offered under
         the SARP shall be authorized and unissued Stock, or Stock which shall
         have been reacquired by the Corporation and held in its treasury.

                  4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock
         forfeited as provided in Section 7.02 of these rules may again be
         issued under the SARP.

ARTICLE V.  PARTICIPATION

                  5.01 DESIGNATION OF PARTICIPANTS. Participants in the SARP
         shall be such officers and senior executives of the Corporation and its
         subsidiaries whose actions most directly affect the long-term success
         of the Corporation as the Committee, in its sole discretion, after
         consultation with the


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         Chief Executive Officer, may designate as eligible to participate in
         the SARP. The Committee shall designate the Participants who are
         eligible to participate in the SARP during a SARP Year which
         designation will generally be made prior to or within ninety days after
         the commencement of such SARP Year. The Committee's designation of a
         Participant with respect to any SARP Year shall not require the
         Committee to designate such person as a Participant with respect to any
         other SARP Year. The Committee shall consider such factors as it deems
         pertinent in selecting Participants. The Committee shall promptly
         provide to each person selected as a Participant written notice of such
         selection. The designation of a person as a Participant with respect to
         a SARP Year shall permit such person to elect to submit one or more
         Purchase Notices and/or Designation Notices during such SARP Year.

                  5.02 PARTICIPANT ELECTIONS. A person who is designated as a
         Participant in accordance with Section 5.01 of these rules shall be
         entitled to purchase Stock by delivering one or more Purchase Notices
         in accordance with Article VI of these rules, and such Stock purchases
         shall result in the award of Restricted Stock to such Participant in
         accordance with Article VII of these rules. In addition, a Participant
         shall be entitled to designate as Designated Stock, in one or more
         Designation Notices delivered to the Corporation at any time during a
         SARP Year, any number of shares of Stock then owned by the Participant,
         other than shares of Purchased Stock, shares of Stock credited to the
         Participant's account under a company-sponsored defined contribution
         plan and shares of Stock subject to outstanding and as yet unexercised
         stock options, such that, in accordance with Section 7.01, a whole
         number of Restricted Stock, and no fractions of a share of Restricted
         Stock, shall be issuable with respect to such Designated Stock. Such
         designation of shares as Designated Stock shall result in the award of
         Restricted Stock to the Participant in accordance with Article VII of
         these rules. The sum of (i) the aggregate Purchase Amounts elected by a
         Participant pursuant to one or more Purchase Notices submitted within
         any one SARP Year and (ii) the Fair Market Value of the Designated
         Stock designated by the Participant pursuant to one or more Designation
         Notices submitted within such SARP Year (such Fair Market Value being
         determined as of the date the applicable Designation Notice is
         delivered), shall not exceed such Participant's gross annual salary as
         in effect on the first day of such SARP Year; provided, however, that,
         for any SARP Year, the Committee may establish such greater or lesser
         dollar limit as it deems appropriate.

ARTICLE VI.  STOCK PURCHASES

                  6.01 STOCK PURCHASE ELECTIONS. A Participant shall have the
         right to purchase Stock in accordance with the terms of this Article VI
         of these rules. A Participant may elect to purchase Stock under this
         SARP by delivering to the Corporation a Purchase Notice and cash and/or
         a promissory note executed by the Participant in an amount equal to the
         purchase price designated in such Participant's Purchase Notice. Such
         Purchase Notice shall set forth, among other things, the Purchase
         Amount elected by the Participant. Such promissory note which shall
         evidence such Participant's Purchase Loan in accordance with Section
         6.03 of these rules, shall be in a principal amount equal to the
         Purchase Amount designated in such Participant's Purchase Notice and
         shall by its terms become effective as of the applicable Purchase Date.
         All elections under this Section 6.01 shall be irrevocable. Each
         election shall take effect as of the Purchase Date.

                  6.02 ISSUANCE OF AND PAYMENT FOR STOCK. As of each Purchase
         Date, the Corporation shall credit to each Participant the number of
         shares of Purchased Stock purchased pursuant to the Purchase Notice
         submitted by such Participant. The number of shares of Purchased Stock
         to be so credited shall be determined by dividing the Purchase Amount
         designated by such Participant in his or her Purchase Notice by a
         purchase price per share equal to the Fair Market Value on the Purchase
         Date. As of any Purchase Date, the number of shares that can be
         purchased by a Participant shall be


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         a number that will result in the issuance of a whole number of shares
         of Restricted Stock; in no event shall the Corporation be required to
         issue fractional shares of Purchased Stock or fractional shares of
         Restricted Stock. The Purchase Amount elected by a Participant, and the
         principal amount of the related promissory note, shall be automatically
         reduced (and if the entire Purchase Amount is paid in cash, cash shall
         be returned to the Participant) to the minimum extent necessary so that
         only a whole number of shares of Restricted Stock will be issued with
         respect to the Related Stock. The purchase price for shares of
         Purchased Stock credited to a Participant as of a Purchase Date shall
         be paid in cash and/or by means of a Purchase Loan made by the
         Corporation to the Participant in accordance with Section 6.03 of these
         rules. The Participant shall have all of the rights of a stockholder
         with respect to the shares of Purchased Stock credited to him under
         this Section 6.02 including, but not limited to, the right to vote such
         shares and the right to receive dividends (or dividend equivalents)
         paid with respect to such shares.

                  6.03  TERMS OF PURCHASE LOAN.

                           (a) Purchase Loan. The promissory note delivered to
                  the Corporation by a Participant in accordance with Section
                  6.01 of these rules shall evidence a Purchase Loan in
                  principal amount equal to such Participant's Purchase Amount
                  reduced by the amount of cash paid, if any. Unless the
                  Committee shall otherwise determine prior to the applicable
                  Purchase Date, each Purchase Loan shall have a term not to
                  exceed ten years, and be secured by the shares of Purchased
                  Stock acquired with such Purchase Loan.

                           (b) Interest on Purchase Loan. Until the
                  Participant's Purchase Loan is paid in full, or otherwise
                  satisfied or discharged in full, interest on the outstanding
                  balance of the Purchase Loan shall accrue at a fixed rate per
                  annum equal to the minimum rate required to avoid imputed
                  interest under the applicable provisions of the Internal
                  Revenue Code of 1986.

                           (c) Repayment of Purchase Loan. No principal or
                  interest payments with respect to a Purchase Loan shall be
                  required prior to the fifth anniversary of the date such
                  Purchase Loan is made; provided, however, that prior to such
                  fifth anniversary, cash dividends on shares of Purchased Stock
                  held as security for such Purchase Loan, and on the related
                  shares of Restricted Stock, shall be applied to pay accrued
                  interest on the Purchase Loan (any non-cash dividends shall
                  remain as part of the collateral securing such Purchase Loan).
                  After such fifth anniversary, level monthly payments of
                  principal and accrued interest with respect to a Purchase Loan
                  shall be required for the remaining term thereof. Unless
                  otherwise determined by the committee, all outstanding
                  principal and interest on a Participant's Purchase Loan shall
                  be immediately due and payable in full upon termination of the
                  Participant's employment with the Corporation and its
                  affiliates. All or any portion of the principal and/or
                  interest with respect to a Purchase Loan may, at the election
                  of the Participant, be paid by the delivery to the Corporation
                  of whole shares of Stock, other than (i) shares of Stock
                  credited to the Participant's account under a
                  company-sponsored defined contribution plan or (ii) shares of
                  Stock subject to outstanding and as yet unexercised stock
                  options. For purposes of the immediately preceding sentence,
                  shares of Stock shall be valued at the Fair Market Value of
                  such shares on the Business Day immediately preceding the date
                  such shares are delivered to the Corporation.

                           (d) Other Terms. The promissory notes evidencing the
                  Purchase Loans shall contain such other terms and conditions
                  as the Committee may determine, including, without limitation,
                  any special terms relating to the retirement of a Participant
                  prior to the expiration of the term of one or more Purchase
                  Loans.


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                  6.04 STOCK CERTIFICATES. As promptly as administratively
         feasible after each Purchase Date, the Corporation shall deliver to
         each Participant one or more stock certificates for the number of
         shares of Stock purchased by such Participant as of such Purchase Date
         in accordance with this Article VI. The Participant shall then deliver
         certificates representing a number of shares with a value equal to the
         principal amount of the Purchase Loan to the Corporation in pledge for
         the related Purchase Loan along with an executed security agreement in
         such form as the Committee shall specify. Upon satisfaction in full of
         the Purchase Loan, the certificates shall be delivered to the
         Participant free and clear of any restrictions except for any
         restrictions that may be imposed by law.

ARTICLE VII.  RESTRICTED STOCK

                  7.01 RESTRICTED STOCK AWARDS. Beginning with the 2000 SARP
         Year, as of each Purchase Date, there shall automatically be granted to
         any Participant who purchases Purchased Stock as of such Purchase Date
         pursuant to Article VI of these rules an award of three-fourths of a
         share of Restricted Stock for each one share of Purchased Stock. The
         Purchase Date shall be the Date of Grant of such Restricted Stock.
         Beginning with the 2000 SARP Year, as of any date that a Participant
         delivers a Designation Notice to the Corporation, in accordance with
         Section 5.02 of these rules, designating shares of Stock as Designated
         Stock, there shall automatically be granted to such Participant an
         award of three-fourths of a share of Restricted Stock for each one
         share of Designated Stock. The date of delivery of such Designation
         Notice shall be the Date of Grant of such Restricted Stock. The terms
         of all such Restricted Stock awards shall be set forth in an Award
         Agreement between the Corporation and the Participant which shall
         contain such forfeiture periods and conditions, restrictions and other
         provisions, not inconsistent with these rules, as shall be determined
         by the Committee.

                           (a) Issuance of Restricted Stock. As soon as
                  practicable after the Date of Grant of Restricted Stock, the
                  Corporation shall cause to be transferred on the books of the
                  Corporation shares of Stock, registered on behalf of the
                  Participant, evidencing such Restricted Stock, but subject to
                  forfeiture to the Corporation retroactive to the Date of Grant
                  if an Award Agreement delivered to the Participant by the
                  Corporation with respect to the Restricted Stock is not duly
                  executed by the Participant and timely returned to the
                  Corporation. Until the lapse or release of all restrictions
                  applicable to an award of Restricted Stock, the stock
                  certificates representing such Restricted Stock shall be held
                  in custody by the Corporation or its designee.

                           (b) Stockholder Rights. Beginning on the Date of
                  Grant of the Restricted Stock and subject to execution of the
                  Award Agreement as provided in Section 7.01(a) of these rules,
                  the Participant shall become a stockholder of the Corporation
                  with respect to all Stock subject to the Award Agreement and
                  shall have all of the rights of a stockholder, including, but
                  not limited to, the right to vote such Stock and the right to
                  receive dividends (or dividend equivalents) paid with respect
                  to such Stock; provided, however, that any Stock distributed
                  as a dividend or otherwise with respect to any Restricted
                  Stock as to which the restrictions have not yet lapsed shall
                  be subject to the same restrictions as such Restricted Stock
                  and shall be held as prescribed in Section 7.01(a) of these
                  rules.

                           (c) Restriction on Transferability. None of the
                  Restricted Stock may be assigned, transferred (other than by
                  will or the laws of descent and distribution), pledged, sold
                  or otherwise disposed of prior to lapse or release of the
                  restrictions applicable thereto.


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                           (d) Delivery of Stock Upon Release of Restrictions.
                  Upon expiration or earlier termination of the forfeiture
                  period without a forfeiture, the satisfaction of the Purchase
                  Loan, if any, for the Related Stock and the satisfaction of or
                  release from any other conditions prescribed by the Committee,
                  the restrictions applicable to the Restricted Stock shall
                  lapse. As promptly as administratively feasible thereafter,
                  subject to the requirements of Section 8.02 of these rules,
                  the Corporation shall deliver to the Participant, or, in case
                  of the Participant's death, to the Participant's legal
                  representatives, one or more stock certificates for the
                  appropriate number of shares of Stock, free of all such
                  restrictions, except for any restrictions that may be imposed
                  by law.

                  7.02  TERMS OF RESTRICTED STOCK.

                           (a) Forfeiture of Restricted Stock. Subject to
                  Section 7.02(b) of these rules, all Restricted Stock shall be
                  forfeited and returned to the Corporation and all rights of
                  the Participant with respect to such Restricted Stock shall
                  cease and terminate in their entirety if during the forfeiture
                  period (i) the Participant transfers, sells or otherwise
                  disposes of the Related Stock other than to a Permitted
                  Transferee or in a transaction constituting a Change in
                  Control or (ii) the employment of the Participant with the
                  Corporation and its affiliates terminates for any reason or
                  (iii) the Participant defaults on the Purchase Loan, if any,
                  for the Related Stock. Unless the Committee, in its sole
                  discretion, provides otherwise in the applicable Award
                  Agreement, the forfeiture period for any shares of Restricted
                  Stock shall be five years from the Date of Grant of such
                  Restricted Stock. Notwithstanding the foregoing, in the event
                  of the discharge by the Corporation and its subsidiaries of a
                  Participant without Cause or termination of a Participant's
                  employment by reason of death, Disability or retirement
                  pursuant to the retirement policy of the Corporation or its
                  applicable subsidiaries, all forfeiture restrictions imposed
                  on Restricted Stock shall immediately and fully lapse. In
                  addition, upon the occurrence of a Change in Control, all
                  forfeiture restrictions imposed on Restricted Stock shall
                  immediately and fully lapse.

                           (b) Waiver of Forfeiture Period. Notwithstanding
                  anything contained in this Article VII to the contrary, the
                  Committee may, in its sole discretion, waive the forfeiture
                  conditions set forth in any Award Agreement under appropriate
                  circumstances and subject to such terms and conditions
                  (including forfeiture of a proportionate number of the shares
                  of Restricted Stock) as the Committee may deem appropriate,
                  provided that the Participant shall at that time have
                  completed at least one year of employment after the Date of
                  Grant.

ARTICLE VIII.  MISCELLANEOUS

                  8.01 LIMITATIONS ON TRANSFER. The rights and interest of a
         Participant under the SARP may not be assigned or transferred other
         than by will or the laws of descent and distribution. During the
         lifetime of a Participant, only the Participant personally may exercise
         rights under the SARP.

                  8.02 TAXES. The Corporation shall be entitled to withhold (or
         secure payment from the Participant in lieu of withholding) the amount
         of any withholding or other tax required by law to be withheld or paid
         by the Corporation with respect to any Stock issuable under the SARP,
         or with respect to any income recognized upon the lapse of restrictions
         applicable to Restricted Stock, and the Corporation may defer issuance
         of Stock hereunder until and unless indemnified to its satisfaction
         against any liability for any such tax. The amount of such withholding
         or tax payment shall be determined by the Committee or its delegate and
         shall be payable by the Participant at such time as the Committee
         determines. The Committee shall prescribe in each Award Agreement one
         or more methods by which the Participant will be permitted to satisfy
         his or her tax withholding


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         obligation, which methods may include, without limitation, the payment
         of cash by the Participant to the Corporation and the withholding, at
         the appropriate time, of shares of Stock otherwise issuable to the
         Participant in a number sufficient, based upon the Fair Market Value of
         such Stock, to satisfy such tax withholding requirements.

                  8.03 LEGENDS. All certificates for Stock delivered under the
         SARP shall be subject to such transfer restrictions set forth in these
         rules and such other restrictions as the Committee may deem advisable
         under the rules, regulations and other requirements of the Securities
         and Exchange Commission, any stock exchange upon which the Stock is
         then listed and any applicable federal or state securities law, and the
         Committee may cause a legend or legends to be endorsed on any such
         certificates making appropriate references to such restrictions.

                  8.04 AMENDMENT AND TERMINATION. The Committee shall have
         complete power and authority to amend or terminate these rules at any
         time it is deemed necessary or appropriate. No termination or amendment
         of the SARP may, without the consent of the Participant to whom any
         award shall theretofore have been granted under the SARP, adversely
         affect the right of such individual under such award; provided,
         however, that the Committee may, in its sole discretion, make such
         provision in the Award Agreement for amendments which, in its sole
         discretion, it deems appropriate.


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