exhibit10-9directorfeeplan.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.9

    


    MATTHEWS
      INTERNATIONAL CORPORATION

    


    1994
      DIRECTOR FEE PLAN,

    as
      amended through November 13, 2007

    


    


    SECTION
      1

    Purposes;
      Reservation of Shares

    


    (a)           Purposes.  The
      purposes of the 1994 Director Fee Plan, as amended through November 13, 2007
      (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 and, in
                the
                case of a Director who is Chairperson (the “NE Chairperson”), an
                additional retainer fee 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
                (except the NE Chairperson) 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 300,000 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) and, in the case of the NE Chairperson, an additional forty-five
                thousand dollars ($45,000) (or such other amount determined by the
                Board
                or by any committee of the Board which the Board authorizes to determine
                such amount) (the “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 (i) the Director files such Notice of Election within ten
      (10) business days subsequent to being elected or re-elected as a Director
      and
      (ii) a Stock Deferral Election shall only be effective for Director Fees payable
      for services performed after the Notice of Election is
      filed.  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 2007
      annual meeting of the shareholders of the Corporation (the “2007 Annual Meeting
      Date”), each Director (other than the NE Chairperson) 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:

            	
              $5,000
                (or $7,500 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 2007 Annual Meeting
      Date shall be governed by the provisions of this Section 4(a) as in effect
      prior
      to 2007.)  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 after the time of a person's initial election,
      or
      any subsequent re-election, to the office of Director with respect to Meeting
      Fees and, if applicable, Committee Chairperson Retainer Fees or Lead Director
      Fees, payable for services performed after the Meeting Fee Deferral Election
      is
      filed 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 first separates from
      service with the Corporation under Section 409A of the Internal Revenue Code
      of
      1986, as amended (the “Code”), or any successor section, upon or after ceasing
      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 Code, or any successor section, and shall be interpreted consistently
      therewith.

    


    (c)           Section
      6(c) 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
      6(c)
      Event, as defined below (a “Section 6(c) Event Election”). A Section 6(c) 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 (i) the Director files such Section 6(c) Event Election
      within ten (10) business days subsequent to being elected or re-elected as
      a
      Director and (ii) a Section 6(c) Event Election shall only be effective for
      Director Fees and Meeting Fees payable for services performed after the Section
      6(c) Event Election is filed.  A Director may terminate a Section 6(c)
      Event Election only by filing a Notice of Termination of Section 6(c) 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 6(c) Event Election
      is
      filed.  If payments from a Director’s Deferred Stock Compensation
      Account have previously commenced at the time of a Section 6(c) 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 6(c) Event Election,
      to
      the extent thereof.  A Section 6(c) Event shall mean the date upon
      which any event occurs which 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 Treasury Regulation §1. 409A-3(i)(5)(v)-(vii) thereunder or any
      successor section, provided that:

    


    
      	
               

            	
              (i)

            	
              The
                percentage specified in Treasury Regulation §1.409A-3(i)(5)(v) (addressing
                the percentage change in the ownership of the total fair market value
                or
                voting power of the Corporation’s stock) shall be 50 percent and not a
                higher percentage;

            


    

    


    
      	
               

            	
              (ii)

            	
              The
                percentage specified in Treasury Regulation §1.409-3(i)(5)(vi)(A)(1)
                (addressing the percentage change in the ownership of the voting
                power of
                the Corporation’s stock) shall be 30 percent and not a higher
                percentage;

            


    

    


    
      	
               

            	
              (iii)For
                purposes of Treasury Regulation §1.409A-3(i)(5)(vi)(A)(2) (addressing a
                change in the effective control of the Corporation by virtue of a
                change
                in the composition of the Board), the words “a majority of the members of
                the corporation’s board of directors” shall not be replaced by a higher
                portion; and

            


    

    


    
      	
               

            	
              (iv)The
                percentage specified in Treasury Regulation §1.409A-3(i)(5)(vii)(A)
                (addressing the percentage change in the ownership of the Corporation’s
                assets) shall be 40 percent and not a higher
                percentage.

            


    

    


    


    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 in 2007 and later years, 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 fifty thousand dollars
      ($50,000) (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 20% 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.