Exhibit 10.7a Director Fee Plan


    

      Exhibit
        7a

      


      MATTHEWS
        INTERNATIONAL CORPORATION

      


      1994
        DIRECTOR FEE PLAN,

      as
        amended through November 14, 2005

      


      


      SECTION
        1

      Purposes;
        Reservation of Shares

      


      (a)
         Purposes.
        The
        purposes of the 1994 Director Fee Plan, as amended through November 14, 2005
        (the "Plan") are:

      


      (1)
        to
        provide for each Director of Matthews International Corporation (the
        "Corporation") who is not also an employee of the Corporation or any of its
        Subsidiaries ("Director") the payment of retainer fees for future services
        to be
        performed by such Director ("Director Fees") as a member of the Board of
        Directors of the Corporation (the "Board") in cash or in shares of Class
        A
        Common Stock, par value $1.00 per share, of the Corporation ("Common Stock")
        and, in the case of payment to the Directors of the Director Fees in shares
        of
        Common Stock, to increase the identification of interests between such Directors
        and the shareholders of the Corporation;

      


      (2)
        to
        provide current payment in cash (or if a Director shall elect to defer receipt,
        future payment in shares of Common Stock) to each Director for:

      


      
        	(a)  	
                fees
                  paid for attendance at meetings of the Board ("Board Meeting
                  Fees");

              


      

      


      
        	(b)  	
                fees
                  paid to Directors for attendance at meetings of Committees of the
                  Board
                  ("Committee Meeting Fees");

              


      

      


      
        	(c)  	
                annual
                  retainer fees paid to the Chairperson of a Committee ("Committee
                  Chairperson Retainer Fees"); 

              


      

      


      
        	(d)  	
                annual
                  retainer fees paid to the Lead Director of the Board of Directors
                  (“Lead
                  Director Fee”); and

              


      

      


      
        	(e)  	
                fees
                  paid to a Director for attendance at the annual shareholders' meeting
                  of
                  the Corporation ("Shareholders' Meeting Fees") (subsections (a)-(e)
                  are
                  collectively referred to herein as "Meeting Fees"); and
                  

              


      

      


      (3)
        to
        increase the identification of interests between the Directors and the
        shareholders of the Corporation by permitting the Nominating and Corporate
        Governance Committee of the Board (the “Committee”) or a Stock Compensation
        Subcommittee of the Committee (the “Subcommittee”) to award restricted stock,
        nonstatutory stock options and/or stock appreciation rights to each Director
        on
        the fifteenth (15th)
        business day after the annual shareholders’ meeting of the Corporation.


      


      For
        purposes of the Plan, the term "Subsidiary"
        means
        any corporation in an unbroken chain of corporations beginning with the
        Corporation, if each of the corporations other than the last corporation
        in the
        unbroken chain owns stock possessing fifty percent (50%) or more of the total
        combined voting power of all classes of stock in one of the other corporations
        in the chain. 

      


      As
        used
        hereinafter, the term “Committee”
shall
        mean either the Nominating and Corporate 

      Governance
        Committee or the Subcommittee, if the Subcommittee is authorized by the Board
        to
        act under this Plan.

      


      (b)
         Reservation
        of Shares.
        Except
        as otherwise provided in this Section 1(b), the aggregate number of shares
        of
        Common Stock which may be issued under the Plan or credited to Deferred Stock
        Compensation Accounts for subsequent issuance under the Plan is limited to
        500,000 shares, subject to adjustment and substitution as set forth in Section
        12 hereof. Shares issued under the Plan may be authorized but unissued shares
        or
        shares previously issued and thereafter acquired by the Corporation or partly
        each, as shall be determined from time to time by the Board. If any stock
        option
        or stock appreciation right granted under the Plan is cancelled by mutual
        consent, forfeited, or terminates or expires for any reason without having
        been
        exercised in full, or if any restricted shares awarded under the Plan are
        forfeited, the number of shares subject thereto, in the case of stock options
        or
        stock appreciation rights, or the number of shares forfeited, in the case
        of
        restricted shares, shall again be available for all purposes of the Plan.
        In
        addition to the number of shares of Common Stock authorized for issuance
        or
        crediting by the first sentence of this Section 1(b), the number of shares
        of
        Common Stock which are surrendered (or to which ownership has been certified)
        in
        full or partial payment to the Corporation of the option price of a stock
        option
        granted under the Plan shall be available for all purposes of the
        Plan.

       

      


      SECTION
        2

      Eligibility

      


      Any
        non-employee Director of the Corporation who is separately compensated in
        the
        form of Director Fees or Meeting Fees for services on the Board shall be
        eligible to participate in the Plan.

      


      


      SECTION
        3

      Payment
        of Director Fees in Cash or Common Stock

      


      (a) Current
        Payment.
        Subject
        to the provisions of Section 3(b) hereof, on the fifteenth (15th) business
        day
        following the annual meeting of the shareholders of the Corporation (each
        such
        date of payment referred to as a "Payment Date"), each Director as of that
        date
        shall receive payment of Director Fees by:

      


      (i)
        the
        payment to the Director of cash of thirty thousand dollars ($30,000) (eighteen
        thousand dollars ($18,000) for Payment Dates before January 1, 2005) (or
        such
        other amount determined by the Board or by any committee of the Board which
        the
        Board authorizes to determine such amount) (the “Retainer Fee Amount”);
        or

      


      (ii)
        the
        issuance to the Director of a number of whole shares of Common Stock equal
        to
        the Retainer Fee Amount divided by the Fair Market Value of one share of
        the
        Common Stock, as defined in Section 15 hereof, on such Payment Date (rounded
        upward to the next whole share). 

      


      The
        Committee shall determine by November 30 of each year whether Director Fees
        will
        be paid in cash or in shares of Common Stock to the Directors in the following
        calendar year. Unless the Committee otherwise determines and communicates
        such
        determination to the Directors by November 30 of the year immediately preceding
        the year of payment, the Directors Fees shall be paid in shares of Common
        Stock.
        Notwithstanding the foregoing, if the Director Fees are to be paid in cash,
        a
        Director may elect to receive payment of the Director Fees in shares and
        shall
        receive a number of shares of Common Stock equal to the Retainer Fee Amount
        divided by the Fair Market Value of one share of the Common Stock, as defined
        in
        Section 15 hereof, on the Payment Date (rounded upward to the next whole
        share)
        (a “Current Stock Election”). Such election shall be made by filing a Notice of
        Election with the Secretary of the Corporation in the form prescribed by
        the
        Corporation.

      


      (b) Stock
        Deferral Election.
        Regardless of whether Director Fees are to be paid in either cash or shares
        of
        Common Stock, each Director may elect to defer the receipt of Director Fees
        in
        shares of Common Stock for a calendar year (a "Stock Deferral Election")
        by
        filing a Notice of Election with the Secretary of the Corporation in the
        form
        prescribed by the Corporation.

      


      (c)
         Election
        Procedures.
        Both a
        Current Stock Election and a Stock Deferral Election (collectively, “Director
        Fee Elections”) shall be effective on January 1 of the year following the date
        on which the Notice of Election is filed. Director Fee Elections shall be
        effective on the date on which the Notice of Election is filed with respect
        to
        Director Fees payable after the time of a person's initial election to the
        office of Director, or any subsequent re-election if immediately prior thereto
        such person was not serving as a Director, provided the Director files such
        Notice of Election within ten (10) business days subsequent to being elected
        or
        re-elected as a Director. Director Fee Elections shall apply to all Director
        Fees otherwise payable while such Director Fee Election is effective. Each
        Director may terminate a Current Stock Election and receive current payment
        of
        Director Fees in cash (where the Committee has elected to pay Director Fees
        in
        cash) and may terminate a Stock Deferral Election and receive current shares
        of
        Common Stock or cash (where the Committee has elected to pay Director Fees
        in
        cash) by filing a Notice of Termination with the Secretary of the Corporation
        in
        the form prescribed by the Corporation, which shall be effective on January
        1 of
        the year following the date on which a Notice of Termination is filed. A
        Director Fee Election shall continue in effect until the effective date of
        any
        Notice of Termination. Director Fee Elections may be made by a Director even
        if
        such Director has not made a Meeting Fee Deferral Election (as defined below).
        

      


      (d) Share
        Certificates.
        As of
        the date on which the Director Fees are payable in shares of Common Stock
        pursuant to Section 3(a) hereof or, if a Stock Deferral Election was made,
        Sections 5 and 6 hereof, the Corporation shall issue share certificates to
        the
        Director for the shares of Common Stock received under the Plan and the Director
        shall be a shareholder of the Corporation with respect to any such
        shares.

      


      


      SECTION
        4

      Payment
        of Meeting Fees

      


      (a) Current
        Cash Payment.
        Subject
        to the provisions of Sections 4(b) and 4(c) hereof, except as set forth below
        effective on and after the date of the 2005 annual meeting of the shareholders
        of the Corporation (the “2005 Annual Meeting Date”), each Director shall receive
        payment of Meeting Fees in cash in the following amounts (or such other amounts
        determined by the Board or by any committee of the Board which the Board
        authorizes to determine such amounts):

      


      
        	
                Board
                  Meeting Fees: 

              	
                $1,500
                  for attendance at each meeting

                 

              
	
                Committee
                  Meeting Fees:

              	
                $1,000
                  for attendance at each meeting

              
	
                Committee
                  Chairperson Retainer Fees:

              	
                $2,000
                  (or $3,500 in the case of the Audit Committee Chairperson) for
                  a year of
                  service as a Committee Chairperson

              
	
                Lead
                  Director Fees (effective after 2006 Annual meeting):

              	
                $5,000
                  for a year of service as the Lead Director. 

              
	
                Shareholders'
                  Meeting Fees: 

              	
                $1,500
                  for attendance at each meeting

              


      

      


      (The
        amount and payment of Meeting Fees for meetings prior to the 2005 Annual
        Meeting
        Date shall be governed by the provisions of this Section 4(a) as in effect
        prior
        to the amendment of this Plan in November, 2004.) Except as set forth in
        Sections 4(b) and 4(c) hereof, each Director shall receive payment of Meeting
        Fees (other than Committee Chairperson Retainer Fees and Lead Director Fee)
        within ten (10) business days following the meeting with respect to which
        such
        fees are payable. Except as set forth in Sections 4(b) and 4(c) hereof, each
        Committee Chairperson shall receive payment of Committee Chairperson Retainer
        Fees and the Lead Director shall receive payment of the Lead Director Fees
        on
        the fifteenth (15th)
        business day following the person’s annual election or re-election to such
        position. The amount and time of payment of Meeting Fees may be changed from
        time to time by the Board in its sole discretion.

      


      (b) Deferred
        Payment of Meeting Fees.
        Each
        Director may elect to receive all Meeting Fees for a calendar year in shares
        of
        Common Stock rather than cash, as set forth in Section 4(c) hereof, provided
        the
        Director elects to defer the receipt of such shares of Common Stock (a "Meeting
        Fee Deferral Election"). A Meeting Fee Deferral Election may be made only
        by
        filing a Notice of Election with the Secretary of the Corporation in the
        form
        prescribed by the Corporation, and shall be effective for meetings, and,
        if
        applicable, Committee Chairperson Retainer Fees or Lead Director Fees payable,
        on and after January 1 of the year following the date on which the Notice
        of
        Election is filed; provided, however, that (i) a Meeting Fee Deferral Election
        made by a Notice of Election filed on or before the close of business on
        May 14,
        1999 shall be effective with regard to meetings on or after May 15, 1999,
        and
        (ii) a Meeting Fee Deferral Election shall be effective on the date on which
        the
        Notice of Election is filed with respect to meetings and, if applicable,
        Committee Chairperson Retainer Fees or Lead Director Fees payable after the
        time
        of a person's initial election, or any subsequent re-election, to the office
        of
        Director if (A) immediately prior thereto such person was not serving as
        a
        Director, and (B) such Notice of Election is filed within ten (10) business
        days
        subsequent to such person being elected or re-elected as a Director. A Meeting
        Fee Deferral Election shall apply to all Meeting Fees which would otherwise
        be
        payable for meetings held while such Meeting Fee Deferral Election is effective.
        A Director may terminate a Meeting Fee Deferral Election only by filing a
        Notice
        of Termination with the Secretary of the Corporation in the form prescribed
        by
        the Corporation, which Notice of Termination shall be effective for meetings
        and, if applicable, Committee Chairperson Retainer Fees or Lead Director
        Fees
        payable on and after January 1 of the year following the date on which a
        Notice
        of Termination is filed. A Meeting Fee Deferral Election shall continue in
        effect until the effective date of any Notice of Termination, after which
        the
        Meeting Fees shall be payable in accordance with Section 4(a) hereof. A Meeting
        Fee Deferral Election may be made by a Director even if such Director has
        not
        made a Current Stock Election or a Stock Deferral Election. A Meeting Fee
        Deferral Election shall apply to all but not less than all Meeting
        Fees.

      


      (c) Deferred
        Meeting Fees Credited in Shares of Common Stock.
        Each
        Director who has made a Meeting Fee Deferral Election effective for Meeting
        Fees
        otherwise payable in cash for a calendar year shall receive a credit to a
        Deferred Stock Compensation Account (as defined in Section 5(a) hereof) in
        the
        name of such Director on the first Payment Date following such calendar year.
        Such credit shall be a number of shares of Common Stock (including fractional
        shares to at least two decimal places) equal to (i) the aggregate amount
        of all
        Meeting Fees subject to such Meeting Fee Deferral Election otherwise payable
        during such calendar year to such Director in cash under Section 4(a) hereof
        if
        no Meeting Fee Deferral Election had been made, divided by (ii) the Fair
        Market
        Value of one share of the Common Stock, as defined in Section 15 hereof,
        on such
        Payment Date. No interest or other amount shall be paid or credited to a
        Director notwithstanding that Meeting Fees which otherwise would have been
        payable under Section 4(a) hereof in cash are not reflected as a credit to
        such
        Deferred Stock Compensation Account until the Payment Date.

      


      (d) Share
        Certificates.
        If a
        Meeting Fee Deferral Election was made, then as of the date on which the
        Meeting
        Fees are payable in shares of Common Stock pursuant to Sections 5 and 6 hereof,
        the Corporation shall issue share certificates to the Director for the shares
        of
        Common Stock received under the Plan and the Director shall be a shareholder
        of
        the Corporation with respect to any such shares.

      


      


      SECTION
        5

      Deferred
        Stock Compensation Account

      


      (a) General.
        The
        amount of any Director Fees or Meeting Fees deferred in accordance with a
        Stock
        Deferral Election or a Meeting Fee Deferral Election shall be credited to
        a
        deferred stock compensation account maintained by the Corporation in the
        name of
        the Director (a "Deferred Stock Compensation Account"). A separate Deferred
        Stock Compensation Account shall be maintained for each amount of deferred
        Director Fees or Meeting Fees for which a Director has elected a different
        number of payment installments or as otherwise determined by the Committee.
        On
        each Payment Date that a Stock Deferral Election is effective for a Director
        or
        on which a credit to a Deferred Stock Compensation Account is to be made
        under
        Section 4(c) hereof pursuant to a Meeting Fee Deferral Election, the Director's
        Deferred Stock Compensation Account(s) shall be credited on the Payment Date
        with the number of shares of Common Stock (including fractional shares to
        at
        least two decimal places) which (i) otherwise would have been payable to
        the
        Director under Section 3(a) hereof on such Payment Date if the Director Fees
        had
        been payable to the Director in shares of Common Stock, whether the Director
        Fees were payable in cash or in shares of Common Stock, and/or (ii) are to
        be so
        credited in accordance with Section 4(c) hereof. If a dividend or distribution
        is paid on the Common Stock in cash or property other than Common Stock,
        on the
        date of payment of the dividend or distribution to holders of the Common
        Stock,
        each Deferred Stock Compensation Account shall be credited with a number
        of
        shares of Common Stock (including fractional shares) equal to the number
        of
        shares of Common Stock that had been credited to such Account on the date
        fixed
        for determining the shareholders entitled to receive such dividend or
        distribution multiplied by the amount of the dividend or distribution paid
        per
        share of Common Stock divided by the Fair Market Value of one share of the
        Common Stock, as defined in Section 15 hereof, on the date on which the dividend
        or distribution is paid. If the dividend or distribution is paid in property
        other than Common Stock, the amount of the dividend or distribution shall
        equal
        the fair market value of the property on the date on which the dividend or
        distribution is paid. Except as provided in Section 12 hereof, the immediately
        preceding two sentences shall not apply to dividends or distributions paid
        on
        the Common Stock in cash or property other than Common Stock on or after
        March
        14, 1997 with respect to Directors on such date or Directors elected thereafter.
        Such dividends or distributions shall neither be credited to the Director's
        Deferred Stock Compensation Account nor paid to the Director. The Deferred
        Stock
        Compensation Account of a Director shall be charged on the date of distribution
        with any distribution of shares of Common Stock made to the Director from
        such
        Account pursuant to Section 5(b) hereof.

      


      (b) Manner
        of Payment.
        The
        balance of a Director's Deferred Stock Compensation Account will be paid
        in
        shares of Common Stock to the Director or, in the event of the Director's
        death,
        to the Director's Beneficiary as defined in Section 5(c) hereof. A Director
        may
        elect at the time of filing the Notice of Election for a Stock Deferral Election
        or a Meeting Fee Deferral Election to receive payment of the shares of Common
        Stock credited to the Director's Deferred Stock Compensation Account in annual
        installments rather than a lump sum, provided that (i) the payment period
        for
        installment payments shall not exceed ten (10) years following the Payment
        Commencement Date as described in Section 6 hereof and (ii) payment shall
        not be
        made in installments but rather in a lump sum if the Director made a Section
        13
        Event Election, as defined below, and Section 6(c) hereof applies. The number
        of
        shares of Common Stock distributed in each installment shall be determined
        by
        multiplying (i) the number of shares of Common Stock in the Deferred Stock
        Compensation Account on the date of payment of such installment, by (ii)
        a
        fraction, the numerator of which is one and the denominator of which is the
        number of remaining unpaid installments, and by rounding such result down
        to the
        nearest whole number of shares. The balance of the number of shares of Common
        Stock in the Deferred Stock Compensation Account shall be appropriately reduced
        in accordance with Section 5(a) hereof to reflect the installment payments
        made
        hereunder. Shares of Common Stock remaining in a Deferred Stock Compensation
        Account pending distribution pursuant to this Section 5(b) shall be subject
        to
        adjustment pursuant to Section 12 hereof and, for former Directors who are
        not
        Directors on March 14, 1997 but were Directors prior to that date, shall
        continue to be credited with respect to dividends or distributions paid on
        the
        Common Stock pursuant to Section 5(a) hereof. If a lump sum payment or the
        final installment payment hereunder would result in the issuance of a fractional
        share of Common Stock, such fractional share shall not be issued and cash
        in
        lieu of such fractional share shall be paid to the Director based on the
        Fair
        Market Value of a share of Common Stock, as defined in Section 15 hereof,
        on the date immediately preceding the date of such payment. The Corporation
        shall issue share certificates to the Director, or the Director's Beneficiary,
        for the shares of Common Stock distributed hereunder. As of the date on which
        the Director is entitled to receive payment of shares of Common Stock pursuant
        to this Section 5(b) hereof, a Director or the Director's Beneficiary shall
        be a
        shareholder of the Corporation with respect to such shares.

      


      (c)
         Director’s
        Beneficiary.
        The
        Director’s Beneficiary means any beneficiary or beneficiaries (who may be named
        contingently or successively) named by a Director under the Plan to whom
        any
        benefit under the Plan is to be paid in the case of his or her death before
        he
        or she receives any or all of such benefit. Each such designation shall revoke
        all prior designations by the same Director, shall be in a form prescribed
        by
        the Committee, and will be effective only when filed by the Director in writing
        with the Secretary of the Corporation during the Director’s lifetime. In the
        absence of such a designation, Director’s Beneficiary means the person
        designated by the Director in the Director's Will, or, if the Director fails
        to
        make a testamentary disposition of the shares or dies intestate, to the person
        entitled to receive the shares pursuant to the laws of descent and distribution
        of the state of domicile of the Director at the time of death.

      


      


      SECTION
        6

      Payment
        Commencement Date

      


      (a)
         General.
        Except
        as otherwise provided in Sections 6(b) and 6(c) hereof, payment of shares
        in a
        Deferred Stock Compensation Account shall commence on April 1 (or if April
        1 is
        not a business day, on the immediately preceding business day) of the calendar
        year following the calendar year in which the Director ceases to be a member
        of
        the Board for any reason, including by reason of death or disability. If,
        in the
        case of a Meeting Fee Deferral Election, the first amount credited to a
        particular Deferred Stock Compensation Account with respect to such Director
        is
        credited after such April 1 or any amount is credited to such a Deferred
        Stock
        Compensation Account after a lump sum payment has been made pursuant to this
        Section 6(a) from such Deferred Stock Compensation Account, payment of shares
        credited to such Deferred Stock Compensation Account shall commence on the
        April
        1 (or if April 1 is not a business day, on the immediately preceding business
        day) following the date on which the shares are so credited.

      


      (b)
         Delay
        in Payment.
        Notwithstanding Section 6(a) hereof and except as otherwise provided in Section
        6(c) hereof, a Director may irrevocably elect, by filing a Notice of Election
        with the Secretary of the Corporation in the form prescribed by the Corporation,
        to commence payment on a date later than the date specified in Section 6(a)
        hereof provided that:

      


      
        	(i)  	
                Such
                  election must be made at least twelve (12) months prior to the
                  date on
                  which payments otherwise would have commenced pursuant to Section
                  6(a)
                  hereof; and

              


      

      


      
        	(ii)  	
                The
                  payment commencement date specified in such election under this
                  Section
                  6(b) must be not less than five (5) years from the date on which
                  payments
                  otherwise would have commenced pursuant to Section 6(a)
                  hereof.

              


      

      


      The
        provisions of this Section 6(b) are intended to comply with Section 409A(4)(C)
        of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor
        section, and shall be interpreted consistently therewith.

      


      (c)  Section
        13 Event.
        Notwithstanding Sections 6(a) and 6(b) hereof, effective for Director Fees
        and
        Meeting Fees payable (but for any deferral elections) on and after January
        1 of
        the year following the date on which the Notice of Election is filed (and
        on and
        after January 1, 2005), a Director may irrevocably elect, by filing a Notice
        of
        Election with the Secretary of the Corporation in a form prescribed by the
        Corporation, to receive payment of all shares of Common Stock credited to
        the
        Director’s Deferred Stock Compensation Account with respect to such Director
        Fees and Meeting Fees, upon the earlier of when payment would be made pursuant
        to Sections 6(a) or 6(b) hereof or in a lump sum immediately following the
        occurrence of any Section 13 Event, as defined below (a “Section 13 Event
        Election”), provided, however, that such Section 13 Event Election shall be
        effective if and only if (i) such Section 13 Event constitutes a change in
        the
        ownership or effective control of the Corporation or in the ownership of
        a
        substantial portion of the assets of the Corporation under Section 409A of
        the
        Code or any successor section and (ii) payment at the time of such Section
        13
        Event otherwise satisfies all requirements of Section 409A of the Code or
        any
        successor section. If such requirements are not satisfied with respect to
        such
        Section 13 Event, such Section 13 Event Election shall be void and without
        effect as to such Section 13 Event and payment of shares then credited to
        the
        Director’s Deferred Stock Compensation Account shall be made in accordance with
        Sections 6(a) or 6(b) hereof (or, if this Section 6(c) later becomes applicable,
        upon another Section 13 Event). A Section 13 Event Election shall be effective
        on the date on which it is filed with respect to Director Fees and Meeting
        Fees
        payable (but for any deferral elections) after the time of a person’s initial
        election to the office of Director, or any subsequent re-election if immediately
        prior thereto such person was not serving as a Director, provided the Director
        files such Section 13 Event Election within ten (10) business days subsequent
        to
        being elected or re-elected as a Director. A Director may terminate a Section
        13
        Event Election only by filing a Notice of Termination of Section 13 Event
        Election with the Secretary of the Corporation in the form prescribed by
        the
        Corporation, which shall be effective for Director Fees and Meeting Fees
        payable
        (but for any deferral elections) on and after January 1 of the year following
        the date on which such Notice of Termination of Section 13 Event Election
        is
        filed. If payments from a Director’s Deferred Stock Compensation Account have
        previously commenced at the time of a Section 13 Event which results in a
        permissible lump sum payment pursuant to this Section 6(c), for purposes
        of
        applying this Section 6(c) shares previously paid from the Director’s Deferred
        Stock Compensation Account shall be deemed to be from Director Fees and Meeting
        Fees not subject to a Section 13 Event Election, to the extent
        thereof.

      


      


      SECTION
        7

      Non-Alienability
        of Benefits

      


      Neither
        the Director nor the Director's Beneficiary shall have the right to, directly
        or
        indirectly, alienate, assign, transfer, pledge, anticipate or encumber (except
        by reason of death) any amounts or shares of Common Stock that are or may
        be
        payable hereunder nor shall any such amounts or shares be subject to
        anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
        attachment or garnishment by creditors of the Director or the Director's
        Beneficiary or to the debts, contracts, liabilities, engagements, or torts
        of
        any Director or Director's Beneficiary, or transfer by operation of law in
        the
        event of bankruptcy or insolvency of the Director or the Director's Beneficiary,
        or any legal process.

      


      


      SECTION
        8

      Nature
        of Deferred Stock Compensation Accounts

      


      Any
        Deferred Stock Compensation Account shall be established and maintained only
        on
        the books and records of the Corporation. No assets or funds of the Corporation,
        a Subsidiary or the Plan shall be removed from the claims of the Corporation's
        or a Subsidiary's general or judgment creditors or otherwise made available,
        and
        no shares of Common Stock of the Corporation to be issued pursuant to a Deferred
        Stock Compensation Account shall be issued or outstanding, until such amounts
        and shares are actually payable to a Director or a Director's Beneficiary
        as
        provided herein. The Plan constitutes a mere promise by the Corporation to
        make
        payments in the future. Each Director and Director's Beneficiary shall have
        the
        status of, and their rights to receive a payment of shares of Common Stock
        under
        the Plan shall be no greater than the rights of, general unsecured creditors
        of
        the Corporation. No person shall be entitled to any voting rights with respect
        to shares credited to a Deferred Stock Compensation Account and not yet payable
        to a Director or the Director's Beneficiary. The Corporation shall not be
        obligated under any circumstances to fund any financial obligations under
        the
        Plan and the Plan is intended to constitute an unfunded plan for tax purposes.
        However, the Corporation may, in its discretion, set aside funds in a trust
        or
        other vehicle, subject to the claims of its creditors, in order to assist
        it in
        meeting its obligations under the Plan, if:

      


      (a)
        such
        arrangement will not cause the Plan to be considered a funded deferred
        compensation plan under the Code;

      


      (b)
        any
        trust created by the Corporation, and any assets held by such trust to assist
        the Corporation in meeting its obligations under the Plan, will conform to
        the
        terms of the model trust, as described in Rev. Proc. 92-64, 1992-2 C.B. 422
        or
        any successor; and

      


      (c)
        such
        set aside of funds is not described in Section 409A(b) of the Code, or any
        successor provision.

      


      


      SECTION
        9

      Grant
        of Stock Options and Stock Appreciation Rights

      And
        Award of Restricted Shares

      


      The
        Committee shall have authority, in its discretion, (a) to grant “nonstatutory
        stock options” (i.e.,
        stock
        options which do not qualify under Sections 422 and 423 of the Code), (b)
        to
        grant stock appreciation rights, and (c) to award restricted shares. All
        grants
        and awards pursuant to this Section 9 shall be made on or to be effective
        on a
        Payment Date. On or as of each Payment Date, the Committee shall grant or
        award
        to each Director on such Payment Date nonstatutory stock options, stock
        appreciation rights and/or restricted shares with a total value of forty
        thousand dollars ($40,000) (or such other amount determined by the Board
        or by
        any committee of the Board which the Board authorizes to determine such amount).
        The Committee shall determine in its discretion the portion of each grant
        and/or
        award to be comprised of nonstatutory stock options, stock appreciation rights
        and restricted shares and the value of each. 

       

      


      


      SECTION
        10

      Terms
        and Conditions of 

      Stock
        Options and Stock Appreciation Rights

      


      Stock
        options and stock appreciation rights granted under the Plan shall be subject
        to
        the following terms and conditions:

      


      
        	(A)  	
                The
                  purchase price at which each stock option may be exercised (the
“option
                  price”) and the base price at which each stock appreciation right may
                  be
                  granted (the “Base Price”) shall be such price as the Committee, in its
                  discretion, shall determine but shall not be less than one hundred
                  percent
                  (100%) of the Fair Market Value per share of the Common Stock covered
                  by
                  the stock option or stock appreciation right on the date of grant.
                  For
                  purposes of this Section 10, the Fair Market Value of the Common
                  Stock
                  shall be determined as provided in Section 15
                  hereof.

              


      

      


      
        	(B)  	
                The
                  option price for each stock option shall be paid in full upon exercise
                  and
                  shall be payable in cash in United States dollars (including check,
                  bank
                  draft or money order), which may include cash forwarded through
                  a broker
                  or other agent-sponsored exercise or financing program; provided,
                  however,
                  that in lieu of such cash the person exercising the stock option
                  may if
                  authorized by the Committee pay the option price in whole or in
                  part by
                  delivering to the Corporation shares of the Common Stock having
                  a Fair
                  Market Value on the date of exercise of the stock option, determined
                  as
                  provided in Section 15 hereof, equal to the option price for the
                  shares
                  being purchased; except that (i) any portion of the option price
                  representing a fraction of a share shall in any event be paid in
                  cash and
                  (ii) no shares of the Common Stock which have been held for less
                  than one
                  year may be delivered in payment of the option price of a stock
                  option. If
                  the person exercising a stock option participates in a broker or
                  other
                  agent-sponsored exercise or financing program, the Corporation
                  will
                  cooperate with all reasonable procedures of the broker or other
                  agent to
                  permit participation by the person exercising the stock option
                  in the
                  exercise or financing program. Notwithstanding any procedure of
                  the broker
                  or other agent-sponsored exercise or financing program, if the
                  option
                  price is paid in cash, the exercise of the stock option shall not
                  be
                  deemed to occur and no shares of the Common Stock will be issued
                  until the
                  Corporation has received full payment in cash (including check,
                  bank draft
                  or money order) for the option price from the broker or other agent.
                  The
                  date of exercise of a stock option shall be determined under procedures
                  established by the Committee, and as of the date of exercise the
                  person
                  exercising the stock option shall be considered for all purposes
                  to be the
                  owner of the shares with respect to which the stock option has
                  been
                  exercised. 

              


      

      


      
        	(C)  	
                Upon
                  the exercise of stock appreciation rights the Corporation shall
                  pay to the
                  person exercising the stock appreciation rights a number of shares
                  of the
                  Common Stock with a Fair Market Value, as defined in Section 15
                  hereof,
                  equal to the difference between the aggregate Fair Market Value,
                  as
                  defined in Section 15 hereof,
                  of
                  the Common Stock on the date of exercise of the stock appreciation
                  rights
                  and the aggregate Base Prices for the stock appreciation rights
                  which are
                  exercised (the “Spread”) (rounded down to the next whole number of
                  shares). No fractional shares of the Common Stock shall be issued
                  nor
                  shall cash in lieu of a fraction of a share of Common Stock be
                  paid.
                  Notwithstanding the foregoing, at the discretion of the Committee,
                  the
                  Corporation may pay to the person exercising the stock appreciation
                  rights
                  an amount of cash, rather than shares of the Common Stock, equal
                  to the
                  Spread if and only if the payment of cash upon exercise of the
                  stock
                  appreciation rights would not cause the stock appreciation rights
                  to
                  provide for a deferral of compensation within the meaning of Section
                  409A
                  of the Code. The date of exercise of a stock appreciation right
                  shall be
                  determined under procedures established by the
                  Committee.

              


      

      


      
        	(D)  	
                Unless
                  the Committee, in its discretion, shall otherwise determine and
                  subject to
                  the terms of Sections 10(F) and 10(G) hereof, stock options and
                  stock
                  appreciation rights shall be exercisable by a Director commencing
                  on the
                  second anniversary of the date of grant. Subject to the terms of
                  Sections
                  10(F) and 10(G) hereof providing for earlier termination of a stock
                  option
                  or stock appreciation right, no stock option or stock appreciation
                  right
                  shall be exercisable after the expiration of ten years from the
                  date of
                  grant. Unless the Committee, in its discretion, shall otherwise
                  determine,
                  a stock option or stock appreciation right to the extent exercisable
                  at
                  any time may be exercised in whole or in
                  part.

              


      

      


      
        	(E)  	
                Unless
                  the Committee, in its discretion, shall otherwise determine:
                  

              


      

      


      (i)
        no
        stock option or stock appreciation right shall be transferable or assignable
        by
        the grantee otherwise than:

      


      (a)
        by
        Will; or

      


      (b)
        if
        the grantee dies intestate, by the laws of descent and distribution of the
        state
        of domicile of the grantee at the time of death; or

       

      (c)
        to
        the trustee of a trust that is revocable by the grantee alone, both at the
        time
        of the transfer or assignment and at all times thereafter prior to such
        grantee’s death; and

      


      (ii)
        all
        stock options and stock appreciation rights shall be exercisable during the
        lifetime of the grantee only by the grantee or by the trustee of a trust
        described in Section 10(E)(i)(c) hereof.

      


      A
        transfer or assignment of a stock option or a stock appreciation right by
        a
        trustee of a trust described in Section 10(E)(i)(c) to any person other than
        the
        grantee shall be permitted only to the extent approved in advance by the
        Committee in writing, in its discretion. Stock options or stock appreciation
        rights held by such trustee also shall be subject to all of the conditions
        and
        restrictions set forth in the Plan and in the applicable agreement with the
        grantee as if such trustee were a party to such agreement as the grantee.
        In the
        event the grantee ceases to be a Director of the Corporation, the provisions
        set
        forth in the Plan and in the applicable agreement with the grantee shall
        continue to be applicable to the stock option or stock appreciation right
        and
        shall limit the ability of such trustee to exercise any such transferred
        stock
        options or stock appreciation rights to the same extent they would have limited
        the grantee. The Corporation shall not have any obligation to notify such
        trustee of any termination of a stock option or stock appreciation right
        due to
        the termination of service of the grantee as a Director of the
        Corporation.

      


      
        	(F)  	
                Unless
                  the Committee, in its discretion, shall otherwise determine, if
                  a grantee
                  ceases to be a Director of the Corporation, any outstanding stock
                  options
                  and stock appreciation rights held by the grantee shall vest and
                  be
                  exercisable and shall terminate, according to the following
                  provisions:

              


      

      


      (i)
        Notwithstanding Section 10(D) hereof, if a grantee ceases to be a Director
        of
        the Corporation for any reason other than those set forth in Section 10(F)(ii)
        or (iii) hereof, any then outstanding stock option and stock appreciation
        right
        held by such grantee (whether or not vested and exercisable by the grantee
        immediately prior to such time) shall vest and be exercisable by the grantee
        (or, in the event of the grantee’s death, by the person entitled to do so under
        the Will of the grantee, or, if the grantee shall fail to make testamentary
        disposition of the stock option or stock appreciation right or shall die
        intestate, by the legal representative of the grantee (the “Grantee’s Heir or
        Representative”)), at any time prior to the second anniversary of the date on
        which the grantee ceases to be a Director of the Corporation or the expiration
        date of the stock option or stock appreciation right, whichever is the shorter
        period;

      


      (ii)
        Unless the exercise period of a stock option or stock appreciation right
        following termination of service as Director has been extended as provided
        in
        Section 13(c) hereof, if during his or her term of office as a non-employee
        Director a grantee is removed from office for cause or resigns without the
        consent of the Board, any then outstanding stock option and stock appreciation
        right held by such grantee shall terminate as of the close of business on
        the
        last day on which the grantee is a Director of the Corporation; and

      


      (iii)
        Notwithstanding Section 10(D) hereof, following the death of a grantee during
        service as a Director of the Corporation, or upon the disability of a Director
        which requires his or her termination as a Director of the Corporation, any
        outstanding stock option and stock appreciation right held by the grantee
        at the
        time of death or termination as a Director due to disability (whether or
        not
        vested and exercisable by the grantee immediately prior to such time) shall
        vest
        and be exercisable, in the case of death of the grantee, by the Grantee’s Heir
        or Representative, or, in the case of disability of the grantee, by the grantee
        at any time prior to the second anniversary of the date on which the grantee
        ceases to be a Director of the Corporation or the expiration date of the
        stock
        option or stock appreciation right, whichever is the shorter
        period.

      


      Whether
        a
        resignation of a Director is with or without the consent of the Board and
        whether a grantee is disabled shall be determined in each case, in its
        discretion, by the Committee and such determination by the Committee shall
        be
        final and binding.

      


      
        	(G)  	
                If
                  a grantee of a stock option or stock appreciation right engages
                  in the
                  operation or management of a business (whether as owner, partner,
                  officer,
                  director, employee or otherwise and whether during or after service
                  as a
                  Director of the Corporation) which is in competition with the Corporation
                  or any of its Subsidiaries, or solicits any of the Corporation’s customers
                  or employees other than for the benefit of the Corporation, the
                  Committee
                  may immediately terminate all outstanding stock options and stock
                  appreciation rights held by the grantee; provided, however, that
                  this
                  sentence shall not apply if the exercise period of a stock option
                  or stock
                  appreciation right following termination of service as a Director
                  of the
                  Corporation has been extended as provided in Section 13(c) hereof.
                  Whether
                  a grantee has engaged in the operation or management of a business
                  which
                  is in competition with the Corporation or any of its Subsidiaries,
                  or
                  solicits any of the Corporation’s customers or employees other than for
                  the benefit of the Corporation, shall be determined, in its discretion,
                  by
                  the Committee, and any such determination by the Committee shall
                  be final
                  and binding.

              


      

      


      
        	(H)  	
                All
                  stock options and stock appreciation rights shall be confirmed
                  by a
                  written agreement or an amendment thereto in a form prescribed
                  by the
                  Committee, in its discretion. Each agreement or amendment thereto
                  shall be
                  executed on behalf of the Corporation by the Chief Executive Officer
                  (if
                  other than the President), the President or any Vice President
                  and by the
                  grantee. The provisions of such agreements need not be
                  identical

              


      

      


      
        	(I)  	
                In
                  the event of a Section 13 Event (as defined in Section 13 hereof)
                  in which
                  the Corporation’s stockholders receive consideration in exchange for their
                  shares of Common Stock, the Committee shall have the authority
                  to require
                  any outstanding stock option and stock appreciation right to be
                  surrendered for cancellation by the holder thereof in exchange
                  for a cash
                  payment equal to the difference between the Fair Market Value,
                  as defined
                  in Section 15 hereof, of the shares of Common Stock subject to
                  the stock
                  option or stock appreciation rights on the date of the Section
                  13 Event
                  and their option prices and Base Prices, respectively, provided,
                  however,
                  that this Section 10(I) shall not apply to the extent its application
                  would cause the stock options or stock appreciation rights to provide
                  for
                  a deferral of compensation within the meaning of Section 409A of
                  the
                  Code.

              


      

      


      Subject
        to the foregoing provisions of this Section 10 and the other provisions of
        the
        Plan, any stock option or stock appreciation right granted under the Plan
        may be
        exercised at such times and in such amounts and be subject to such restrictions
        and other terms and conditions, if any, as shall be determined, in its
        discretion, by the Committee and set forth in the agreement referred to in
        Section 10(H) hereof or an amendment thereto.

      


      


      SECTION
        11

      Terms
        and Conditions of Restricted Share Awards

      


      (a)
         Restricted
        Share Awards.
        Restricted share awards shall be evidenced by a written agreement in a form
        prescribed by the Committee, in its discretion, which shall set forth the
        number
        of shares of the Common Stock awarded, the restrictions imposed thereon
        (including, without limitation, restrictions on the right of the awardee
        to
        sell, assign, transfer or encumber such shares while such shares are subject
        to
        the other restrictions imposed under this Section 11), the duration of such
        restrictions, events (which may, in the discretion of the Committee, include
        performance-based events) the occurrence of which would cause a forfeiture
        of
        the restricted shares and such other terms and conditions as the Committee
        in
        its discretion deems appropriate. Restricted share awards shall be effective
        only upon execution of the applicable restricted share agreement on behalf
        of
        the Corporation by the Chief Executive Officer (if other than the President),
        the President or any Vice President, and by the awardee. The provisions of
        such
        agreements need not be identical.

      


      (b)
         Transfers
        to Trusts.
        Neither
        this Section 11 nor any other provision of the Plan shall preclude an awardee
        from transferring or assigning restricted shares to (i) the trustee of a
        trust
        that is revocable by such awardee alone, both at the time of the transfer
        or
        assignment and at all times thereafter prior to such awardee’s death or (ii) the
        trustee of any other trust to the extent approved in advance by the Committee
        in
        writing. A transfer or assignment of restricted shares from such trustee
        to any
        person other than such awardee shall be permitted only to the extent approved
        in
        advance by the Committee in writing, and restricted shares held by such trustee
        shall be subject to all of the conditions and restrictions set forth in the
        Plan
        and in the applicable agreement as if such trustee were a party to such
        agreement.

      


      (c) Default
        Vesting Restrictions.
        Unless
        otherwise determined by the Committee, restricted shares awarded to a Director
        shall be forfeited if the awardee terminates as a Director of the Corporation
        within two (2) years following the grant of such restricted shares due to
        the
        voluntary resignation of the Director without the consent of the Board or
        the
        removal of the Director with cause. Any restricted shares which have not
        previously vested shall vest and the restrictions related to service as a
        Director shall lapse upon the death of a Director or the disability of a
        Director which requires his or her termination as a Director of the
        Corporation.

      


      (d)
         Share
        Certificates; Dividends.
        Following a restricted share award and prior to the lapse or termination
        of the
        applicable restrictions, the share certificates representing the restricted
        shares shall be held by the Corporation in escrow together with related stock
        powers in blank signed by the awardee. Except as provided in Section 12 hereof,
        the Committee, in its discretion, may determine that dividends and other
        distributions on the shares held in escrow shall not be paid to the awardee
        until the lapse or termination of the applicable restrictions. Unless otherwise
        provided, in its discretion, by the Committee, any such dividends or other
        distributions shall not bear interest. Upon the lapse or termination of the
        applicable restrictions (and not before such time), the share certificates
        representing the restricted shares and unpaid dividends, if any, shall be
        delivered to the awardee. From the date a restricted share award is effective,
        the awardee shall be a shareholder with respect to all of the shares represented
        by the share certificates for the restricted shares and shall have all the
        rights of a shareholder with respect to the restricted shares, including
        the
        right to vote the restricted shares and to receive all dividends, and other
        distributions paid with respect to the restricted shares, subject only to
        the
        preceding provisions of this Section 11(d) and the other restrictions imposed
        by
        the Committee

      


      (e)
          Competition.
        If an
        awardee of restricted shares engages in the operation of management of a
        business (whether as owner, partner, officer, director, employee or otherwise)
        which is in competition with the Corporation or any of its Subsidiaries or
        solicits any of the Corporation’s customers or employees other than for the
        benefit of the Corporation, the Committee may immediately declare forfeited
        all
        restricted shares held by the awardee as to which the restrictions have not
        yet
        lapsed. Whether an awardee has engaged in the operation or management of
        a
        business which is in competition with the Corporation or any of its Subsidiaries
        or has solicited any of the Corporation’s customers or employees other than for
        the benefit of Corporation, shall also be determined, in its discretion,
        by the
        Committee, and any such determination by the Committee shall be final and
        binding.

      


      


      SECTION
        12

      Adjustment
        and Substitution of Shares

      


      (a)
         Dividends
        or Distributions in Common Stock.
        If a
        dividend or other distribution payable in shares of Common Stock shall be
        declared upon the Common Stock, the number of shares of Common Stock (i)
        credited to any Deferred Stock Compensation Account, (ii) then subject to
        any
        outstanding stock options and stock appreciation rights and (iii) which may
        be
        issued or credited under Section 1 hereof, on the date fixed for determining
        the
        stockholders entitled to receive such stock dividend or distribution, shall
        be
        adjusted by adding thereto the number of shares of the Common Stock which
        would
        have been distributable thereon if such shares had been outstanding on such
        date. Shares of Common Stock so distributed with respect to any restricted
        shares held in escrow shall also be held by the Corporation in escrow and
        shall
        be subject to the same restrictions as are applicable to the restricted shares
        on which they were distributed.

      


      (b)
         Exchanges.
        If the
        outstanding shares of the Common Stock shall, in whole or in part, be changed
        into or exchangeable for a different number, or different kind(s) or class(es)
        of shares of stock or other securities of the Corporation or another
        corporation, or cash or other property, whether through reorganization,
        reclassification, recapitalization, stock split-up, combination of shares,
        merger, consolidation or otherwise, then (i) there shall be substituted for
        each
        share of the Common Stock credited to any Deferred Stock Compensation Account,
        subject to any then outstanding stock option and stock appreciation right,
        and
        which may be issued or credited under Section 1 hereof, the number and kind
        of
        shares of stock or other securities or the cash or property into which each
        outstanding share of the Common Stock shall be so changed or for which each
        such
        share shall be exchangeable, and (ii) the Board shall adopt such amendments
        to
        the Plan as it deems necessary or desirable to carry out the purposes of
        the
        Plan, including without limitation the continuing deferral of any shares,
        securities, cash or other property then credited to any Deferred Stock
        Compensation Accounts. Unless otherwise determined by the Committee, in its
        discretion, any such stock or securities, as well as any cash or other property,
        into or for which any restricted shares held in escrow shall be changed or
        exchangeable in any such transaction, shall also be held by the Corporation
        in
        escrow and shall be subject to the same restrictions as are applicable to
        the
        restricted shares in respect of which such stock, securities, cash or other
        property was issued or distributed.

      


      (c)
         Option
        Price and Base Price.
        In case
        of any adjustment or substitution as provided for in this Section 12, the
        aggregate option price and Base Price for all shares subject to each then
        outstanding stock option and stock appreciation right, respectively, prior
        to
        such adjustment and substitution shall be the aggregate option price and
        Base
        Price, respectively, for all shares of stock or other securities (including
        any
        fraction) to which such shares have been adjusted or which shall have been
        substituted for such shares. Any new option price or Base Price per share
        shall
        be carried to at least three decimal places with the last decimal place rounded
        upwards to the nearest whole number.

      


      (d)
         Other
        Events.
        If the
        outstanding shares of Common Stock shall be changed in value by reason of
        any
        spin-off, split-off, or dividend in partial liquidation, dividend in property
        other than cash or extraordinary distribution to holders of the Common Stock,
        (i) the Committee shall make any adjustments to the number of shares of Common
        Stock credited to any Deferred Stock Compensation Account, and any outstanding
        stock option or stock appreciation right, which it determines are equitably
        required to prevent dilution or enlargement of the rights of grantees or
        the
        value of those shares of Common Stock credited to such Deferred Stock
        Compensation Account which would otherwise result from any such transaction,
        and
        (ii) unless otherwise determined by the Committee, in its discretion, any
        stock,
        securities, cash or other property distributed with respect to any restricted
        shares held in escrow or for which any restricted shares held in escrow shall
        be
        exchanged in any such transaction shall also be held by the Corporation in
        escrow and shall be subject to the same restrictions as are applicable to
        the
        restricted shares in respect of which such stock, securities, cash or other
        property was distributed or exchanged.

      


      (e)
         Fractional
        Shares.
        No
        adjustment or substitution provided for in this Section 12 shall require
        the
        Corporation to issue or sell a fraction of a share or other security.
        Accordingly, all fractional shares or other securities which result from
        any
        such adjustment or substitution shall be eliminated and not carried forward
        to
        any subsequent adjustment or substitution. Owners of restricted shares held
        in
        escrow shall be treated in the same manner as owners of Common Stock not
        held in
        escrow with respect to fractional shares created by an adjustment or
        substitution of shares, except that, unless otherwise determined by the
        Committee, in its discretion, any cash or other property paid in lieu of
        a
        fractional share shall be subject to restrictions similar to those applicable
        to
        the restricted shares exchanged therefor.

      


      (f)
         Limited
        Rights.
        Except
        as provided in this Section 12, a Director shall have no rights by reason
        of any
        issue by the Corporation of stock of any class or securities convertible
        into
        stock of any class, any subdivision or consolidation of shares of stock of
        any
        class, the payment of any stock dividend or any other increase or decrease
        in
        the number of shares of stock of any class.

      


      


      SECTION
        13

      Additional
        Rights in Certain Events

      


      (a)  Definitions.
        For
        purposes of this Section 13, the following terms shall have the following
        meaning:

      


      
        	(1)  	
                The
                  term “Person” shall be used as that term is used in Sections 13(d) and
                  14(d) of the 1934 Act.

              


      

      


      
        	(2)  	
                “Beneficial
                  Ownership” shall be determined as provided in Rule 13d-3 under the 1934
                  Act as in effect on the effective date of the
                  Plan.

              


      

      


      
        	(3)  	
                “Voting
                  Shares” shall mean all securities of a company entitling the holders
                  thereof to vote in an annual election of directors (without consideration
                  of the rights of any class of stock other than the Common Stock
                  to elect
                  directors by a separate class vote); and a specified percentage
                  of “Voting
                  Power” of a company shall mean such number of the Voting Shares as shall
                  enable the holders thereof to cast such percentage of all the votes
                  which
                  could be cast in an annual election of directors (without consideration
                  of
                  the rights of any class of stock other than the Common Stock to
                  elect
                  Directors by a separate class
                  vote).

              


      

      


      
        	(4)  	
                “Tender
                  Offer” shall mean a tender offer or exchange offer to acquire securities
                  of the Corporation (other than such an offer made by the Corporation
                  or
                  any Subsidiary), whether or not such offer is approved or opposed
                  by the
                  Board.

              


      

      


      
        	(5)  	
                “Section
                  13 Event” shall mean the date upon which any of the following events
                  occurs:

              


      

      


      
        	(i)  	
                The
                  Corporation acquires actual knowledge that any Person other than
                  the
                  Corporation, a Subsidiary or any employee benefit plan(s) sponsored
                  by the
                  Corporation has acquired the Beneficial Ownership, directly or
                  indirectly,
                  of securities of the Corporation entitling such Person to 15% or
                  more of
                  the Voting Power of the
                  Corporation;

              


      

      


      
        	(ii)  	
                (a)
                  A Tender Offer is made to acquire securities of the Corporation
                  entitling
                  the holders thereof to 20% or more of the Voting Power of the Corporation;
                  or (b) Voting Shares are first purchased pursuant to any other
                  Tender
                  Offer;

              


      

      


      
        	(iii)  	
                At
                  any time less than 60% of the members of the Board shall be individuals
                  who were either (a) directors on the effective date of the Plan
                  or (b)
                  individuals whose election, or nomination for election, was approved
                  by a
                  vote (including a vote approving a merger or other agreement providing
                  the
                  membership of such individuals on the Board) of at least two-thirds
                  of the
                  directors then still in office who were directors on the effective
                  date of
                  the Plan or who were so approved;

              


      

      


      
        	(iv)  	
                The
                  shareholders of the Corporation shall approve an agreement or plan
                  providing for the Corporation to be merged, consolidated or otherwise
                  combined with, or for all or substantially all its assets or stock
                  to be
                  acquired by, another corporation, as a consequence of which the
                  former
                  shareholders of the Corporation will own, immediately after such
                  merger,
                  consolidation, combination or acquisition, less than a majority
                  of the
                  Voting Power of such surviving or acquiring corporation or the
                  parent
                  thereof; or

              


      

      


      
        	(v)  	
                The
                  shareholders of the Corporation shall approve any liquidation of
                  all or
                  substantially all of the assets of the Corporation or any distribution
                  to
                  security holders of assets of the Corporation having a value equal
                  to 10%
                  or more of the total value of all the assets of the
                  Corporation;

              


      

      


      provided,
        however, that (A) if securities beneficially owned by a grantee are included
        in
        determining the Beneficial Ownership of a Person referred to in paragraph
        5(i)
        hereof or (B) a grantee is required to be named pursuant to Item 2 of the
        Schedule 14D-1 (or any similar successor filing requirement) required to
        be
        filed by the bidder making a Tender Offer referred to in paragraph 5(ii),
        then
        no Section 13 Event with respect to such grantee shall be deemed to have
        occurred by reason of such event.

      


      (b)  Acceleration
        of the Exercise Date of Stock Options and Stock Appreciation
        Rights.
        Unless
        the agreement referred to in Section 10(H) hereof, or an amendment thereto,
        shall otherwise provide, notwithstanding any other provision contained in
        the
        Plan, in case any Section 13 Event occurs all outstanding stock options and
        stock appreciation rights shall become immediately and fully exercisable
        whether
        or not otherwise exercisable by their terms.

      


      (c)  Extension
        of the Expiration Date of Stock Options and Stock Appreciation
        Rights.
        Unless
        the agreement referred to in Section 10(H) hereof, or an amendment thereto,
        shall otherwise provide, notwithstanding any other provision contained in
        the
        Plan, all stock options and stock appreciation rights held by a grantee whose
        service with the Corporation as a Director terminates within one year of
        any
        Section 13 Event for any reason shall be exercisable for the longer of (i)
        a
        period of three months from the date of such termination of service or (ii)
        the
        period specified in Section 10(F) hereof, but in no event after the expiration
        date of the stock option or stock appreciation right.

      


      (d)  Lapse
        of Restrictions on Restricted Share Awards.
        Unless
        the agreement referred to in Section 11 hereof, or an amendment thereto,
        shall
        otherwise provide, notwithstanding any other provision contained in the Plan,
        if
        any Section 13 Event occurs prior to the scheduled lapse of all restrictions
        applicable to restricted share awards under the Plan, all such restrictions
        shall lapse upon the occurrence of any such Section 13 Event regardless of
        the
        scheduled lapse of such restrictions.

      


      


      SECTION
        14

      Administration
        of Plan; Hardship Withdrawal

      


      Except
        where the terms of the Plan specifically grant authority to the Committee
        of the
        Board or where the Board delegates authority to the Committee, full power
        and
        authority to construe, interpret, and administer the Plan shall be vested
        in the
        Board. Decisions of the Committee and the Board shall be final, conclusive,
        and
        binding upon all parties. Notwithstanding the terms of a Stock Deferral Election
        or a Meeting Fee Deferral Election made by a Director hereunder, the Committee
        may, in its sole discretion, permit the withdrawal of shares credited to
        a
        Deferred Stock Compensation Account with respect to Director Fees or Meeting
        Fees previously payable upon the request of a Director or the Director's
        representative, or following the death of a Director upon the request of
        a
        Director's Beneficiary or such beneficiary's representative, if the Board
        determines that the Director or the Director's Beneficiary, as the case may
        be,
        is confronted with an unforeseeable emergency. For this purpose, an
        unforeseeable emergency means a severe financial hardship to the Director
        or the
        Director’s Beneficiary resulting from an illness or accident of the Director or
        the Director’s Beneficiary, the spouse, or a dependent (as defined in Section
        152(a) of the Code) of the Director or the Director’s Beneficiary, loss of the
        Director or the Director’s Beneficiary’s property due to casualty, or other
        similar extraordinary and unforeseeable circumstances arising as a result
        of
        events beyond the control of the Director or the Director’s Beneficiary. The
        Director or the Director's Beneficiary shall provide to the Committee evidence
        as the Committee, in its discretion, may require to demonstrate such emergency
        exists and financial hardship would occur if the withdrawal were not permitted.
        The withdrawal shall be limited to the amounts necessary to satisfy such
        emergency plus amounts necessary to pay taxes reasonably anticipated as a
        result
        of the distribution, after taking into account the extent to which such hardship
        is or may be relieved through reimbursement or compensation by insurance
        or
        otherwise or by liquidation of the Director or the Director’s Beneficiary’s
        assets (to the extent the liquidation of such assets would not itself cause
        severe financial hardship). Cash needs arising from foreseeable events, such
        as
        the purchase or building of a house or education expenses, will not be
        considered to be the result of an unforeseeable financial emergency. Payment
        shall be made, as soon as practicable after the Committee approves the payment
        and determines the number of shares which shall be withdrawn, in a single
        lump
        sum from the portion of the Deferred Stock Compensation Account with the
        longest
        number of installment payments first. No Director shall participate in any
        decision of the Committee regarding such Director's request for a withdrawal
        under this Section 14.

      


      


      SECTION
        15

      Fair
        Market Value

      


      Fair
        Market Value of the Common Stock shall be the mean between the following
        prices,
        as applicable, for the date as of which Fair Market Value is to be determined
        as
        quoted in The
        Wall Street Journal
        (or in
        any other reliable publication as the Board of the Corporation or its delegate,
        in its discretion, may determine to rely upon): 

      


      (a)
        if
        the Common Stock is listed on the New York Stock Exchange, the highest and
        lowest sales prices per share of the Common Stock as quoted in the
        NYSE-Composite Transactions listing for such date;

      


      (b)
        if
        the Common Stock is not listed on such exchange, the highest and lowest sales
        prices per share of Common Stock for such date on (or on any composite index
        including) the principal United States securities exchange registered under
        the
        Securities Exchange Act of 1934, as amended (the "1934 Act") on which the
        Common
        Stock is listed; or 

      


      (c)
        if
        the Common Stock is not listed on any such exchange, the highest and lowest
        sales prices per share of the Common Stock for such date on the National
        Association of Securities Dealers Automated Quotations System or any successor
        system then in use ("NASDAQ"). 

      


      If
        there
        are no such sale price quotations for the date as of which Fair Market Value
        is
        to be determined but there are such sale price quotations within a reasonable
        period both before and after such date, then Fair Market Value shall be
        determined by taking a weighted average of the means between the highest
        and
        lowest sales prices per share of the Common Stock as so quoted on the nearest
        date before and the nearest date after the date as of which Fair Market Value
        is
        to be determined. The average should be weighted inversely by the respective
        numbers of trading days between the selling dates and the date as of which
        Fair
        Market Value is to be determined. If there are no such sale price quotations
        on
        or within a reasonable period both before and after the date as of which
        Fair
        Market Value is to be determined, then Fair Market Value of the Common Stock
        shall be the mean between the bona fide bid and asked prices per share of
        Common
        Stock as so quoted for such date on NASDAQ, or if none, the weighted average
        of
        the means between such bona fide bid and asked prices on the nearest trading
        date before and the nearest trading date after the date as of which Fair
        Market
        Value is to be determined, if both such dates are within a reasonable period.
        The average is to be determined in the manner described above in this Section
        15. If the Fair Market Value of the Common Stock cannot be determined on
        the
        basis previously set forth in this Section 15 on the date as of which Fair
        Market Value is to be determined, the Board or its delegate shall in good
        faith
        determine the Fair Market Value of the Common Stock on such date. Fair Market
        Value shall be determined without regard to any restriction other than a
        restriction which, by its terms, will never lapse.

      


      


      SECTION
        16

      Securities
        Laws; Issuance of Shares

      


      The
        obligation of the Corporation to issue or credit shares of Common Stock under
        the Plan shall be subject to:

      


      
        	(i)  	
                the
                  effectiveness of a registration statement under the Securities
                  Act of
                  1933, as amended, with respect to such shares, if deemed necessary
                  or
                  appropriate by counsel for the
                  Corporation;

              


      

      


      
        	(ii)  	
                the
                  condition that the shares shall have been listed (or authorized
                  for
                  listing upon official notice of issuance) upon each stock exchange,
                  if
                  any, on which the Common Stock shares may then be listed;
                  and

              


      

      


      
        	(iii)  	
                all
                  other applicable laws, regulations, rules and orders which may
                  then be in
                  effect. 

              


      

      


      If,
        on
        the date on which any shares of Common Stock would be issued pursuant to
        a
        current stock payment under Section 3(a) hereof or credited to a Deferred
        Stock
        Compensation Account and after consideration of any shares of Common Stock
        subject to outstanding stock options and stock appreciation rights and awards
        of
        restricted shares, sufficient shares of Common Stock are not available under
        the
        Plan or the Corporation is not obligated to issue shares pursuant to this
        Section 16, then no shares of Common Stock shall be issued or credited but
        rather, in the case of a current stock payment under Section 3(a) hereof,
        cash
        shall be paid in payment of the Director Fees payable, and in the case of
        a
        Deferred Stock Compensation Account, Director Fees, Meeting Fees and dividends,
        if applicable, which would otherwise have been credited in shares of Common
        Stock, shall be credited in cash to a deferred cash compensation account
        in the
        name of the Director. The Board shall adopt appropriate rules and regulations
        to
        carry out the intent of the immediately preceding sentence if the need for
        such
        rules and regulations arises.

      .

      


      SECTION
        17

      Governing
        Law; Integration

      


      The
        provisions of this Plan shall be interpreted and construed in accordance
        with
        the laws of the Commonwealth of Pennsylvania. The Plan contains all of the
        understandings and representations between the Corporation and any of the
        Directors and supersedes any prior understandings and agreements entered
        into
        between them regarding the subject matter of the Plan. There are no
        representations, agreements, arrangements or understandings, oral or written,
        between the Corporation and any of the Directors relating to the subject
        matter
        of the Plan which are not fully expressed in the Plan.

      


      


      SECTION
        18

      Effect
        of the Plan on the 

      Rights
        of Corporation and Shareholders

      


      Nothing
        in the Plan or in any stock option, stock appreciation right or restricted
        share
        award under the Plan or in any agreement providing for any of the foregoing
        or
        any amendment thereto shall confer any right to any person to continue as
        a
        Director of the Corporation or interfere in any way with the rights of the
        shareholders of the Corporation or the Board to elect and remove
        Directors.

      


      


      SECTION
        19

      Amendment
        and Termination

      


      (a)
         General.
        The
        right to amend the Plan at any time and from time to time and the right to
        terminate the Plan at any time are hereby specifically reserved to the Board;
        provided that no amendment of the Plan shall:

      


      (i)
        be
        made without shareholder approval if shareholder approval of the amendment
        is at
        the time required by the rules of the NASDAQ National Market System or any
        stock
        exchange on which the Common Stock may then be listed; or

      


      (ii)
        otherwise amend the Plan in any manner that would cause the shares of Common
        Stock issued or credited under the Plan not to qualify for the exemption
        from
        Section 16(b) of the 1934 Act provided by Rule 16b-3.

      


      No
        amendment or termination of the Plan shall, without the written consent of
        the
        holder of shares of Common Stock issued or credited under the Plan or the
        holder
        of a stock option, stock appreciation right or restricted shares theretofore
        granted or awarded under the Plan, adversely affect the rights of such holder
        with respect thereto.

      


      (b)
         Rule
        16b-3.
        Notwithstanding anything contained in the preceding paragraph or any other
        provision of the Plan, the Board shall have the power to amend the Plan in
        any
        manner deemed necessary or advisable for shares of Common Stock issued or
        credited under the Plan to qualify for the exemption provided by Rule 16b-3
        (or
        any successor rule relating to exemption from Section 16(b) of the 1934 Act),
        and any such amendment shall, to the extent deemed necessary or advisable
        by the
        Board, be applicable to any outstanding shares of Common Stock theretofore
        issued or credited under the Plan.

      


      (c)
         Termination
        Date.
        Notwithstanding any other provision of the Plan:

      


      (i)
        no
        shares of Common Stock shall be issued or credited on a Payment Date under
        the
        Plan after November 15, 2014;

      


      (ii)
        no
        shares of Common Stock shall be credited with respect to Meeting Fees payable
        under the Plan after November 15, 2014;

      


      (iii)
        no
        stock option or stock appreciation right shall be granted under the Plan
        after
        November 15, 2014; and

      


      (iv)
        no
        restricted shares shall be awarded under the Plan after November 15,
        2014.

      


      


      SECTION
        20

      Effective
        Date

      


      The
        effective date and date of adoption of the Plan shall be December 9, 1994,
        the
        date of adoption of the Plan by the Board.