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                                                                   EXHIBIT 10.24

                       ALLEGHENY TECHNOLOGIES INCORPORATED

                               2000 INCENTIVE PLAN

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

                        EFFECTIVE AS OF DECEMBER 13, 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 2000 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.

               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

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                      (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.

               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 December 13, 2000.


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               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 2000
        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.

               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, or such other period of time as the
        Committee may establish at the time that the designation of participants
        for such period are made.

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

ARTICLE III.  ADMINISTRATION


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        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 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


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        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 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.

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                      (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.

               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 2001 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 2001 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 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



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        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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