Exhibit 10.2.5


    EXHIBIT
      10.2.5

     

    
      
        

      



    CHARMING
      SHOPPES, INC.

    


    2003
      Non-Employee Directors Compensation Plan

    Amended
      and Restated Effective January 1, 2005

     

      
        

      

    

     

    1. Purpose
      and Scope of the Plan.
      

    


    (a) Purpose.
      The
      purpose of this 2003 Non-Employee Directors Compensation Plan (the "Plan")
      of
      Charming Shoppes, Inc. (the "Company") is to advance the interests of the
      Company and its shareholders by providing for fair and adequate equity
      compensation of non-employee directors and an opportunity for deferral of
      compensation in order to attract and retain high quality persons to serve as
      directors and to enable such persons to increase their proprietary interest
      in
      the Company. In furtherance of this purpose, the Plan provides for grants of
      Options, Stock Appreciation Rights, Restricted Stock Units, and/or Restricted
      Stock, and the opportunity for a director to elect deferred and alter-na-tive
      forms of compen-sation in lieu of cash fees for service as a director, including
      Deferred Shares and deferred cash.

    


    (b) Effect
      of Amendment and Restatement of the Plan.
      The
      Company hereby amends and restates the Plan, effective January 1, 2005 (the
      "Effective Date"). The Plan was initially adopted on August 21, 1996 and was
      subsequently amended and restated on several occasions. Non-employee director
      compensation before the Effective Date was governed by the Plan and other
      policies of the Company then in effect. 

    


    (c) Grandfathered
      Accounts. This
      January 1, 2005 amendment and restatement shall not affect Grandfathered
      Accounts (as defined below), which shall continue to be subject to, and governed
      by, the terms and conditions of the Plan as in effect on December 31, 2004,
      as
      set forth on the attached Exhibit A (Charming Shoppes, Inc. 2003 Non-Employee
      Directors Compensation Plan).

    


    (d) Relation
      of Plan to Other Director Compensation. The
      amount, timing, and other terms of cash compensation that may be paid by the
      Company to non-employee directors are not governed by this Plan, except to
      the
      extent that opportunities for deferral of cash compensation otherwise payable
      to
      a director, or receipt of such cash compensation in alternative forms, may
      be
      made available to a director under this Plan. In addition, adoption of the
      Plan
      does not limit the authority of the Board of Directors in adopting other
      compensation programs in which directors may participate. 

    


    2. Definitions.
      In
      addition to the terms defined in Section 1, the following terms shall be defined
      as set forth below:

    


    (a) "Account"
      means the account established and maintained by the Company for RSUs granted
      under Section 6 and Deferred Shares and deferred cash credited under Section
      8.
      A subaccount for RSUs and a subaccount for such Deferred Shares and deferred
      cash may be designated within the Account. The Account and RSUs, Deferred Shares
      and deferred cash credited to the Account will be maintained solely as
      bookkeeping entries by the Company to evidence unfunded obligations of the
      Company. 

    


    (b) "Administrator"
      means the individual or committee specified in Section 3(b) to whom the Board
      has delegated authority to administer the Plan.

    


    (c) "Beneficiary"
      means the person(s) or trust(s) which have been designated by a Participant
      in
      his or her most recent written beneficiary designation filed with the
      Administrator to receive the benefits specified under the Plan upon such
      Participant's death. If, upon a Participant's death, there is no designated
      Beneficiary or surviving designated Beneficiary, then the term Beneficiary
      means
      the person(s) or trust(s) entitled by will or the laws of descent and
      distribution to receive such benefits.

    


    (d) "Board"
      means the Board of Directors of the Company. The Board may delegate its
      functions to a committee of the Board as specified under Section 3(a), in which
      case references to the Board shall be deemed to include such committee.


    


    (e) "Change
      in Control" and related terms are defined in Section 12.

    


    (f) "Code"
      means the Internal Revenue Code of 1986, as amended, including regulations
      thereunder and successor provisions and regulations thereto.

    


    (g) "Deferred
      Shares" means a Share Unit credited to a Participant's Account under Section
      8
      as a result of deferral of cash fees. 

     

    (h) "Director
      Compensation" means annual retainer fees payable to a director in his or her
      capacity as such for service on the Board and service as chairman of any Board
      committee, and any other fees payable to a director in his or her capacity
      as
      such for attending meetings and other service on the Board and Board committees;
      provided, however, that the Administrator may determine that specific fees
      will
      not be deemed Director Compensation. Reimbursement of expenses does not
      constitute Director Compensation.

    


    (i) "Disability"
      means a Participant's termination of service as a director of the Company due
      to
      a physical or mental incapacity of long duration which renders the Participant
      unable to perform the duties of a director of the Company.

    


    (j) "Exchange
      Act" means the Securities Exchange Act of 1934, as amended, including rules
      thereunder and successor provisions and rules thereto.

    


    (k) "Grandfathered
      Account" means that portion of a Participant's Account that was earned and
      vested as of December 31, 2004, and shall include earnings (including dividends
      paid in accordance with Section 13(b) and dividends and dividend equivalents
      paid in accordance with Section 9(a)) credited to such amount under the terms
      of
      the Plan. All Grandfathered Accounts shall be calculated in accordance with
      Section 409A of the Code. The Company shall maintain a separate record of
      Grandfathered Accounts.

    


    (l) "Fair
      Market Value" means, with respect to Shares, the fair market value of such
      Shares determined by such methods or procedures as shall be established from
      time to time by the Board. Unless otherwise determined by the Board, the Fair
      Market Value of a Share as of any given date means the closing sale price of
      a
      Share reported on the Nasdaq National Market (or, if Shares are then principally
      traded on a national securities exchange, in the reported "composite
      transactions" for such exchange) for such date, or, if no Shares were traded
      on
      that date, on the next preceding day on which there was such a
      trade.

    


    (m) “Mandatory
      Retirement” means the termination of a director's service in accordance with any
      mandatory retirement policy adopted by the Board of Directors and then in
      effect.

    


    (n) "Option"
      means the right, granted to a Participant under Section 7, to purchase a
      specified number of Shares at the specified exercise price for a specified
      period of time under the Plan. All Options will be non-qualified stock
      options.

    


    (o) "Participant"
      means any person who has been granted an Option which remains outstanding,
      has
      RSUs, Deferred Shares or deferred cash credited to his or her Account, or has
      elected to defer receipt of Director Compensation in the form of Deferred Shares
      or deferred cash under the Plan.

    


    (p) "Plan
      Year" means, with respect to a Participant, the period commencing at the time
      of
      election of the director at an annual meeting of shareholders (or the election
      of a class of directors if the Company then has a classified Board of
      Directors), or the director's initial appointment to the Board if not at an
      annual meeting of shareholders, and continuing until the close of business
      of
      the day preceding the next annual meeting of shareholders.

    


    (q) "Restricted
      Stock" means Shares granted under Section 6, subject to a risk of forfeiture
      and
      restrictions on transfer for a specified period.

    


    (r) "RSU"
      or
      "Restricted Share Unit" means a Share Unit credited to a Participant's Account
      as a grant under Section 6, which is subject to a risk of forfeiture for a
      specified period. 

    


    (s) "Shares"
      means shares of common stock of the Company and such other securities as may
      be
      substituted or resubstituted for Shares pursuant to Section 13(b).

    


    (t) "Share
      Unit" means a right to receive, at a specified settlement date, delivery of
      one
      Share, subject to the terms and conditions of the Plan. Share Units in the
      form
      of RSUs shall be subject to a risk of forfeiture, but Share Units in the form
      of
      Deferred Shares will be at all times non-forfeitable. 

    


    (u) "Stock
      Appreciation Right" or "SAR" means the right, granted to the Participant under
      Section 7, to
      receive, upon exercise thereof, the excess of (i) the Fair Market Value of
      one
      Share on the date of exercise over (ii) the grant price of the SAR as determined
      by the Board at the time of grant.

    


    (v) "Valuation
      Date" shall mean the close of business on the last business day of each calendar
      quarter and, in the case of any final distribution of deferred cash from a
      Participant's Account, the day as of which such distribution is made; provided,
      however, that the Administrator may specify a different Valuation Date in order
      to coordinate the Participant's deferred cash balance with any actual investment
      by which the deferred cash balance is to be measured.

    


    3. Administration. 

    


    (a) Authority.
      Both
      the Board and the Administrator (subject to the ability of the Board to restrict
      the Administrator) shall administer the Plan in accordance with its terms,
      and
      shall have all powers necessary to accomplish such purpose, including the power
      and authority to construe and interpret the Plan, to define the terms used
      herein, to prescribe, amend and rescind rules and regulations, agreements,
      forms, and notices relating to the administration of the Plan, and to make
      all
      other determinations necessary or advisable for the administration of the Plan.
      The Board may delegate any or all of its functions to a committee of the Board,
      provided that the Board shall approve the form and amount of compensation to
      directors under any provision of the Plan. The Administrator may perform any
      function of the Board under the Plan, except for establishing the form and
      amount of compensation under any provision, adopting material amendments to
      the
      Plan under Section 13(e), and any other function from time to time specifically
      reserved by the Board to itself. Any actions of the Board or the Administrator
      with respect to the Plan shall be final, conclusive, and binding upon all
      persons interested in the Plan, except that any action of the Administrator
      will
      not be binding on the Board. The Board and Administrator may each appoint agents
      and delegate thereto powers and duties under the Plan, except as otherwise
      limited by the Plan. 

    


    (b) Administrator.
      The
      Administrator shall be the Executive Vice President, General Counsel and
      Secretary of the Company, or, if that officer is unavailable, the Executive
      Vice
      President, Chief Financial Officer, or, if that officer is unavailable, the
      Executive Vice President and Director of Human Resources; provided, however,
      that the Board may designate a different individual or committee to serve as
      Administrator. In any case in which a director is a member of the Administrator,
      such director shall not act on or decide any matter relating solely to himself
      or herself or any of his or her rights or benefits under the Plan. No bond
      or
      other security need be required of the Administrator or any member thereof
      in
      any jurisdiction.

    


    (c) Limitation
      of Liability.
      Each
      member of the Board and the Administrator shall be entitled to, in good faith,
      rely or act upon any report or other information furnished to him or her by
      any
      officer or other employee of the Company or any subsidiary, the Company's
      independent certified public accountants, or any executive compensation
      consultant, legal counsel, or other professional retained by the Company to
      assist in the administration of the Plan. No member of the Board or the
      Administrator, nor any person to whom ministerial duties under the Plan have
      been delegated, shall be personally liable for any action, determination, or
      interpretation taken or made in good faith with respect to the Plan, and any
      such person shall, to the extent permitted by law, be fully indemnified and
      protected by the Company with respect to any such action, determination, or
      interpretation.

    


    4. Shares
      Available Under the Plan.
      Subject
      to adjustment as provided in Section 13(b), the total number of Shares reserved
      and available for delivery under the Plan for awards granted on or after June
      26, 2003 shall be 600,000; provided however, that, in no event may more than
      50%
      of such Shares be delivered in connection with "full-value Awards." For this
      purpose, "full-value Awards" means awards other than Options or SARs for which
      a
      Participant does not pay or surrender rights to payment equal to at least the
      Fair Market Value of the award determined at the date of grant. Shares subject
      to and to be delivered in connection with awards granted before June 26, 2003
      which remain outstanding at that date shall be drawn from the shares reserved
      and available under the Plan at the time of grant. The Shares delivered under
      the Plan may consist, in whole or in part, of authorized and unissued Shares
      or
      treasury Shares. For purposes of this Section 4, Shares subject to an award
      under the Plan (including an award granted before June 26, 2003) that is
      canceled, expired, forfeited, settled in cash, or otherwise terminated without
      a
      delivery of Shares to the Participant, including the number of Shares withheld
      or surrendered in payment of any exercise or purchase price of an award and
      including the number of Shares subject to an award but not delivered upon
      exercise or settlement of the award, will become available for awards under
      the
      Plan. 

    


    5. Eligibility.
      Each
      non-employee director of the Company may participate in the Plan, subject to
      the
      terms hereof. No person other than those specified in this Section 5 will be
      eligible to participate in the Plan. The Administrator will notify each person
      of his or her eligibility to participate in an elective feature of the Plan
      not
      later than 15 days prior to any deadline for filing an election
      form.

    


    6. Grants
      of Restricted Stock or RSUs.
      Restricted Stock and/or RSUs shall be granted to non-employee directors in
      accordance with policies established from time to time by the Board specifying
      the directors or classes of directors to be granted such awards, the number
      of
      shares of Restricted Stock or RSUs to be granted, and the time or times at
      which
      such awards shall be granted. An award granted under this Section 6 shall become
      vested and non-forfeitable at such dates as may be specified by the Board,
      and
      shall have such other terms as may be established by the Board. 

    


    (a) Initial
      Grant Policy -- One-Time Grant Upon First Election as a Non-Employee Director.
      The
      initial policy with respect to newly appointed or elected non-employee directors
      under this Section 6, effective as of the Effective Date and continuing until
      modified or revoked by the Board, shall be as follows:

    


    
      	 	
              (i)

            	
              Award
                Type and Amount.
                10,000 Shares of Restricted Stock shall be automatically granted
                to each
                non-employee director upon the initial election or appointment of
                the
                non-employee director, subject to adjustment as provided in Section
                13(b).
                No grants under this Section 6(a) are authorized to directors initially
                elected or appointed prior to the Effective Date.
                

            


    

    


    
      	 	
              (ii)

            	
              Vesting
                and Forfeiture Terms.
                One-third of the number of Shares of Restricted Stock shall vest
                and
                become non-forfeitable at the close of business on June 1 of each
                of the
                three calendar years following the date of grant of such award, rounded
                to
                the nearest number of whole Shares, subject to the
                following:

            


    

    


    
      	 	
              (A)

            	
              In
                the event of a Change in Control or termination of the Participant's
                service as a director due to death or Disability, the award, if not
                previously vested or forfeited, shall immediately vest and become
                non-forfeitable in full. 

            


    

    


    
      	 	
              (B)

            	
              In
                the event of termination of the Participant's service as a director
                due to
                Mandatory Retirement by the Participant, the award, if not previously
                vested or forfeited, shall immediately vest and become non-forfeitable
                as
                to that number of Shares of Restricted Stock as would have vested
                and
                become non-forfeitable if the Participant had continued to serve
                as a
                director through the anticipated date of the next annual meeting
                of
                shareholders. 

            


    

    


    
      	 	 	
              Unless
                otherwise determined by the Board, an award of Restricted Stock that
                has
                not vested at or before the time of termination of the Participant's
                service as a director (this would include all unvested Restricted
                Stock in
                the event of a director's removal from service) will cease to vest
                and
                will be forfeited upon such
                termination.

            


    

    


    (b) Initial
      Grant Policy -- Annual Grant to a Non-Employee Director. The
      initial policy with respect to annual grants of RSUs under this Section 6,
      effective as of the Effective Date and continuing until modified or revoked
      by
      the Board, shall be as follows:

    


    
      	 	
              (i)

            	
              Award
                Type and Amount.
                At the date of an annual meeting of shareholders at which a director
                is
                elected or reelected as a member of the Board (or at which members
                of
                another class of directors are elected or reelected, if the Company
                then
                has a classified Board), 7,500 RSUs shall be automatically granted
                to each
                non-employee director eligible to participate in the Plan at the
                close of
                business on that date. If a non-employee director is initially elected
                or
                appointed at a date that does not coincide with the date of an annual
                meeting and does not fall on or between June 1 and the date of that
                year's
                annual meeting, if he or she is eligible to participate in the Plan
                at
                that date, he or she will be automatically granted the number of
                RSUs
                equal to 7,500 multiplied by a fraction the numerator of which is
                the
                number of days from the date of grant to the anniversary of the most
                recent annual meeting and the denominator of which is 365 (rounded
                to the
                nearest whole share). The number of Shares to be subject to a grant
                of
                RSUs under this policy will be subject to adjustment as provided
                in
                Section 13(b). 

            


    

    


    
      	 	
              (ii)

            	
              Vesting
                and Forfeiture Terms.
                Such award shall become vested and non-forfeitable as to all RSUs
                at the
                close of business on the June 1 following the date of grant, subject
                to
                the following: 

            


    

    


    
      	 	
              (A)

            	
              In
                the event of a Change in Control or termination of the Participant's
                service as a director due to death or Disability, the award, if not
                previously vested or forfeited, shall immediately vest and become
                non-forfeitable in full. 

            


    

    


    
      	 	
              (B)

            	
              In
                the event of termination of the Participant's service as a director
                due to
                a voluntary termination of service or Mandatory Retirement by the
                Participant, the award, if --not previously vested or forfeited,
                shall
                immediately vest and become non-forfeitable as to that number of
                RSUs
                equal to the total number of RSUs multiplied by a fraction the numerator
                of which is the number of days from the date of grant to the date
                of
                termination of service and the denominator of which is the number
                of days
                from the date of grant until the June 1 following the date of grant
                of
                such award (such fraction in no event will exceed one).
                

            


    

    


    Unless
      otherwise determined by the Board, an award of RSUs that has not vested at
      or
      before the time of termination of the Participant's service as a director (this
      would include all unvested RSUs in the event of a director's removal from
      service) as provided herein will cease to vest and will be forfeited upon such
      termination.

    


    (c) Dividends
      and Dividend Equivalents.
      Unless
      otherwise determined by the Board, cash dividends on Restricted Stock which
      are
      not large, special and non-recurring and which are paid prior to the lapse
      of
      the risk of forfeiture on such Restricted Stock shall be paid to the Participant
      when paid to the Company's shareholders. Other dividends will be payable or
      not
      payable and subject to adjustment to the Restricted Stock in accordance with
      Section 13(b). Dividend Equivalents will be credited on RSUs in accordance
      with
      Section 9(a), with the resulting additional RSUs subject to the same terms,
      including risk of forfeiture, as the RSUs on which the dividend equivalent
      was
      paid; provided, however, that such dividend equivalents may instead be paid
      in
      cash, subject to such terms as the Administrator may determine, if reinvestment
      of dividends is determined by the Administrator to be administratively
      burdensome. 

     

    (d) Other
      Restricted Stock Terms.
      Restricted Stock shall be nontransferable by the Participant at any time that
      the award remains subject to a risk of forfeiture. Restricted Stock granted
      under the Plan may be evidenced in such manner as the Administrator shall
      determine. Unless otherwise determined by the Administrator, if certificates
      representing Restricted Stock are registered in the name of the Participant,
      such certificates shall bear an appropriate legend referring to the terms,
      conditions, and restrictions applicable to such Restricted Stock, the Company
      shall retain physical possession of the certificate, and the Participant shall
      have delivered a stock power to the Company, endorsed in blank, relating to
      the
      Restricted Stock. Upon the lapse of restrictions on Restricted Stock, the Share
      certificate shall be released by the Company to the Participant with any legend
      relating to such restrictions removed.

    


    (e) Settlement
      of RSUs. 

    


    (i) General
      Rule.
      Except
      as provided in (ii) below, RSUs shall be settled at the time the risk of
      forfeiture on such RSUs lapses.

    


    (ii) Deferral
      Election.
      A
      director may elect to defer settlement of RSUs by timely filing an election
      with
      the Company as provided below:

    


    	A.  	
            Timing
              of Elections.
              A
              deferral election must generally be made by the end of the calendar
              year
              prior to the Plan Year in which the RSU is granted. However, a Participant
              may make a deferral election with respect to an initial grant of RSUs
              under Section 6(b) within 30 days of election or appointment to the
              Board,
              or at such other time as is permitted under Section 409A of the Code.
              

          


    


    	B.  	
            Effect
              and Irrevocability of Elections.
              Elections relating to RSUs, other than those subject to Section 9(c),
              shall become irrevocable at the beginning of the calendar year in which
              the Plan Year to which they relate begins unless the Administrator
              specifies a different time. Elections subject to Section 9(c) shall
              become
              irrevocable in accordance with Section 9(c). The latest election filed
              with the Administrator shall be deemed to supersede all prior inconsistent
              elections that remain revocable at the time of filing of the latest
              election. 

          


    


    
      	 	
              (iii)

            	
              Matters
                To Be Elected.
                The Administrator will provide a form or forms of election which
                will
                permit a director to make appropriate elections with respect to all
                relevant matters under this Section 6. This election form may be
                included
                in the document evidencing the grant of RSUs.


            


    

    


    
      	 	
              (iv)

            	
              Permitted
                Elections as to Settlement.
                Elections as to the time of settlement of deferred RSUs shall conform
                to
                the terms of Section 9(c). 

            


    

     

    A
      validly
      deferred RSU will remain forfeitable until the risk of forfeiture lapses.
      Thereafter, although it will still be referred to as an RSU for purposes of
      the
      Plan, it will be non-forfeitable. 

    


    7. Grants
      of Options and SARs. Options
      and/or SARs shall be granted to non-employee directors in accordance with
      policies established from time to time by the Board specifying the directors
      or
      classes of directors to be granted such awards, the number of shares to be
      subject to Options or SARs, and the time or times at which such awards shall
      be
      granted, vested, exercisable, and expire, and such other terms as may be
      established by the Board. 

    


    (a) Initial
      Grant Policy -- Annual Grant of Option to a Non-Employee Director.
The
      initial policy with respect to annual grants of Options under this Section
      7,
      effective as of the Effective Date and continuing until modified or revoked
      by
      the Board, shall be as follows:

    


    
      	 	
              (i)

            	
              Award
                Type and Amount.
                At the date of an annual meeting of shareholders at which a director
                is
                elected or reelected as a member of the Board (or at which members
                of
                another class of directors are elected or reelected, if the Company
                then
                has a classified Board), an Option to purchase 7,500 Shares shall
                be
                automatically granted to each non-employee director eligible to
                participate in the Plan at the close of business on that date. If
                a
                non-employee director is initially elected or appointed at a date
                that
                does not coincide with the date of an annual meeting, if he or she
                is
                eligible to participate in the Plan at that date, he or she will
                be
                automatically granted an Option to purchase the number of Shares
                equal to
                7,500 multiplied by a fraction the numerator of which is the number
                of
                days from the date of grant to the anniversary of the most recent
                annual
                meeting and the denominator of which is 365 (rounded to the nearest
                whole
                share). The number of Shares to be subject to Options granted under
                this
                policy will be subject to adjustment as provided in Section 13(b).
                

            


    

    


    
      	 	
              (ii)

            	
              Vesting
                and Forfeiture Terms.
                The Option shall vest and become exercisable in full at the close
                of
                business on the June 1 following the date of grant of such award,
                subject
                to the following:

            


    

    


    
      	 	
              (A)

            	
              If
                such Option has not previously vested or been forfeited, it shall
                vest and
                become exercisable in full upon a Change in Control, upon the
                Participant's death, or upon the termination of the Participant's
                service
                as a director due to Disability.

            


    

    


    
      	 	
              (B)

            	
              If
                such Option has not previously vested or been forfeited, it shall
                vest and
                become exercisable as to the "Pro Rata Shares" upon a termination
                of the
                Participant's service as a director due to a voluntary termination
                of
                service (i.e., excluding termination due to Disability or Mandatory
                Retirement). For purposes of this Section 7(a)(ii), the "Pro Rata
                Shares"
                shall be the number of Shares determined by multiplying (1) the number
                of
                Shares as to which the Option would have vested and become exercisable
                if
                the Participant had continued to serve as a director through the
                anticipated date of the next annual meeting of shareholders by (2)
                a
                fraction the numerator of which is the number of days from the date
                of the
                latest annual meeting of shareholders through the date of the
                Participant's termination and the denominator of which is 365 (rounded
                up
                to the next whole share).

            


    

    


    
      	 	
              (C)

            	
              Any
                portion of an Option that has not vested and become exercisable at
                the
                date of a director's Mandatory Retirement shall remain outstanding
                and
                become exercisable in accordance with the first sentence of this
                Section
                7(a)(ii), provided that such Option shall become exercisable in full
                upon
                a Change in Control or the death of the director, and each such portion
                of
                the Option that becomes exercisable after such Mandatory Retirement
                shall
                expire at the end of the one-year period following the date it becomes
                exercisable as provided in Section 7(a)(iii).


            


    

    


    Except
      in
      the case of a Mandatory Retirement or as otherwise determined by the Board,
      any
      portion of a Participant's Option that has not vested and become exercisable
      at
      or before the time of termination of the Participant's service as a director
      (this would include the entire unvested Option in the event of a director's
      removal from service) as provided herein will cease to vest and will be
      forfeited upon such termination.

    


    
      	 	
              (iii)

            	
              Option
                Term.
                The Option, to the extent not previously forfeited, shall expire
                at the
                earlier of (i) ten years after the date of grant (or such earlier
                date as
                may be specified by the Board prior to grant), or (ii) one year after
                the
                Participant ceases to serve as a director of the Company for any
                reason
                except that, in the case of a termination due to Mandatory Retirement,
                any
                portion of the Option that becomes exercisable at a date following
                the
                Mandatory Retirement, as provided in Section 7(a)(ii)(C), shall expire
                one
                year after the date such portion vests and becomes exercisable. (Note:
                Portions of any Option that were vested and exercisable at the date
                of
                Mandatory Retirement will expire one year after such Mandatory Retirement,
                but in no event later than ten years after the date of
                grant).

            


    

     

    (b) Exercise
      Price and Grant Price.
      The
      exercise price per Share purchasable under an Option will be equal to 100%
      of
      the Fair Market Value of a Share on the date of grant of the Option. The grant
      price per Share subject to an SAR will be equal to 100% of the Fair Market
      Value
      of a Share on the date of grant of the SAR.

    


    (c) Option
      and SAR Maximum Term. The
      maximum term of an Option or SAR granted hereunder shall be ten years from
      the
      date of grant. 

    


    (d) Payment
      of Exercise Price.
      The
      exercise price of an Option shall be paid to the Company either in cash or
      by
      the surrender of Shares or the withholding of Shares from those deliverable
      upon
      exercise of the Option, or any combination thereof, or in such other lawful
      form
      or manner as may be established by the Administrator; provided, however, that,
      unless otherwise determined by the Administrator, Shares shall not be
      surrendered or withheld in payment of the exercise price if such surrender
      or
      withholding would result in additional accounting expense to the Company.


    


    8. Deferral
      of Fees In Deferred Shares and Deferred Cash.
      Each
      director of the Company who is eligible under Section 5 may elect, in
      accor-dance with Section 8(a), to defer receipt of Director Compensation in
      the
      form of Deferred Shares under Section 8(b) or deferred cash un-der Section
      8(c).


    


    (a) Elections.
      A
      director shall elect to participate in the deferral feature under this Section
      8
      and the terms of such participation by timely filing an election with the
      Company as provided below:

    


    
      	 	
              (i)

            	
              Timing
                of Elections.
                A
                deferral election must generally be made by the end of the calendar
                year
                prior to the Plan Year in which the Director Compensation will be
                earned.
                However, a newly elected or appointed Participant may make a deferral
                election with respect to Director's initial Director Compensation
                (earned
                after the date of such election) within 30 days of election or appointment
                to the Board, or at such other time as is permitted under Section
                409A of
                the Code. 

            


    

    


    
      	 	
              (ii)

            	
              Effect
                and Irrevocability of Elections.
                Elections shall be deemed continuing and therefore applicable to
                Plan
                Years after the initial Plan Year covered by the election, until
                the
                election is modified or superseded by the Participant. Elections
                other
                than those subject to Section 9(c) shall become irrevocable at the
                commencement of the calendar year which includes the first day of
                the Plan
                Year to which an election relates. Elections relating to the time
                and
                manner of settlement of an Account shall become irrevocable at the
                specified deadline for the filing of such elections under Section
                9(c)
                unless the Administrator specifies a different time. The latest election
                filed with the Administrator shall be deemed to supersede all prior
                inconsistent elections that remain revocable at the time of filing
                of the
                latest election prior to the beginning of a Plan Year or at such
                other
                date as may be specified by the Administrator, provided that any
                date so
                specified shall ensure effective deferral of taxation and otherwise
                comply
                with applicable laws. 

            


    

    


    


    
      	 	
              (iii)

            	
              Matters
                To Be Elected.
                The Administrator will provide a form or forms of election which
                will
                permit a director to make appropriate elections with respect to all
                relevant matters under this Section 8 and Section 9.
                

            


    

    


    
      	 	
              (iv)

            	
              Time
                of Filing Elections.
                An election must be received by the Administrator prior to the deadline
                specified by the Administrator. Under no circumstances may a Participant
                defer compensation to which the Participant has attained, at the
                time of
                deferral, a legally enforceable right to current receipt of such
                compensation. 

            


    

    


    (b) Deferral
      of Director Compensation in the Form of Deferred Shares.
      If a
      Participant has elected to defer receipt of a specified amount of Director
      Compensation in the form of Deferred Shares, a number of Deferred Shares shall
      be credited to the Participant's Account, as of the date such Director
      Compensation otherwise would have been payable to the Participant but for such
      election to defer, equal to (i) such amount otherwise payable divided by (ii)
      the Fair Market Value of a Share at that date. Deferred Shares credited under
      this Section 8(b) shall be subject to the terms and conditions of Deferred
      Shares specified in Sections 9(a), 9(b), and 9(c). The right and interest of
      each Participant in Deferred Shares credited to the Participant's Account under
      this Section 8(b) at all times will be nonforfeitable.

    


    (c) Deferral
      of Director Compensation in the Form of Deferred Cash.
      If a
      Participant has elected to defer receipt of a specified amount of Director
      Compensation in the form of deferred cash, an amount equal to such specified
      amount shall be credited to the Participant's Account as of the date such
      Director Compensation otherwise would have been payable to the Participant
      but
      for such election to defer. Deferred cash credited to a Participant's Account
      may be invested in such investment vehicles as may be designated from
      time-to-time by the Board or a Board committee. The terms of any such investment
      (including relating to timing, crediting of earnings and losses, and
      reallocation among investment vehicles) shall be subject to such rules,
      regulations and determinations as may be adopted by the Administrator. The
      Company may link the earnings and losses under designated investment vehicles
      to
      the returns of actual investments in such vehicles, which investments may be
      made directly by the Company or through a rabbi trust or other intermediary;
      provided, however, that the Participant shall have no rights with respect to
      any
      specific assets that would cause the Participant to be other than an unsecured
      creditor of the Company or to be otherwise in constructive receipt of any cash
      or property. The right and interest of each Participant relating to deferred
      cash credited to his or her Account at all times will be
      nonforfeitable.

    


    (d) Cessation
      of Service as a Director.
      If any
      Director Compensation otherwise subject to an election would be paid to a
      Participant after he or she has ceased to serve as a director, such payment
      shall not be subject to deferral under this Section 8, but shall instead be
      paid
      in accordance with the Company's regular non-employee director compensation
      policies.

    


    9. Other
      Terms of Accounts.

    


    (a) Dividend
      Equivalents on Share Units.
      Dividend equivalents will be credited on Share Units (i.e., RSUs and Deferred
      Shares) credited to a Participant's Account as follows:

    


    
      	 	
              (i)

            	
              Cash
                and Non-Share Dividends.
                If the Company declares and pays a dividend on Shares in the form
                of cash
                or property other than Shares, then a number of additional Share
                Units
                shall be credited to a Participant's Account as of the designated
                crediting date for such dividend equal to (i) the number of Share
                Units
                credited to the Account as of the record date for such dividend,
                multiplied by (ii) the amount of cash plus the Fair Market Value
                of any
                property other than Shares actually paid as a dividend on each Share
                at
                such payment date, divided by (iii) the Fair Market Value of a Share
                at
                such designated crediting date.

            


    

    


    
      	 	
              (ii)

            	
              Share
                Dividends and Splits.
                If the Company declares and pays a dividend on Shares in the form
                of
                additional Shares, or there occurs a forward split of Shares, then
                a
                number of additional Share Units shall be credited to the Participant's
                Account as of the payment date for such dividend or forward Share
                split
                equal to (i) the number of Share Units credited to the Account as
                of the
                record date for such dividend or split multiplied by (ii) the number
                of
                additional Shares actually paid as a dividend or issued in such split
                in
                respect of each Share.

            


    

    


    
      	 	
              (iii)

            	
              Designated
                Crediting Date.
                The Administrator may designate the crediting date for dividend
                equivalents under Section 9(a)(i), which may be not earlier than
                the
                dividend payment date and not later than six months after the dividend
                payment date. No interest will be credited on cash amounts between
                the
                dividend payment date and the designated crediting date.
                

            


    

    


    (b) Reallocation
      of Accounts.
      A
      Participant shall have no right to have amounts credited as cash in his or
      her
      Account reallocated or switched to Share Units in such Account or amounts
      credited as Share Units in such Account reallocated or switched to deferred
      cash
      in such Account, unless otherwise determined by the Board. The foregoing
      notwithstanding, in the event of a Change in Control, unless otherwise
      specifically elected by the Participant prior to the Change in Control, the
      Participant's Share Unit balance in his or her Account shall be automatically
      converted into deferred cash based on the Fair Market Value of Shares as of
      the
      close of business on the day of the Change in Control (or, if no Shares remain
      outstanding at that time, as of the close of business on the day preceding
      the
      Change in Control). If and to the extent authorized under Section 8(c), amounts
      of deferred cash may be reallocated among investment alternatives made available
      for cash deferrals under the Plan. 

    


    (c) Elections
      as to Settlement.
      Each
      Participant, at the time the Participant makes a deferral election under Section
      6(e) or Section 8(a) shall file an election with the Administrator specifying
      the time or times at which the Participant's Account will be settled, following
      the Participant's termination of service as a director of the Company, and
      whether distribution will be in a single lump sum or in a number of annual
      installments not exceeding ten; provided, however, that, if no valid election
      has been filed as to the time of settlement of a Participant's Account or any
      portion thereof, such Account or portion thereof shall be distributed in a
      single lump sum on the first business day of the year following the year in
      which the Participant ceases to serve as a director. If installments are
      elected, such installments must be annual installments commencing not later
      than
      the first year following the year in which the Participant ceases to serve
      as a
      director (on such annual installment date as may be specified by the
      Administrator) and extending over a period not to exceed ten years.

    


    
      	 	
              (i)

            	
              Matters
                Covered by Election.
                Subject to the terms of the Plan, the Administrator shall determine
                whether all deferrals under the Plan must be subject to a single
                election
                as to the time or times of settlement, or whether settlement elections
                may
                relate to deferrals relating to a specified Plan Year. If the
                Administrator permits elections to relate to a specified Plan Year,
                such
                election shall apply to the amounts originally credited in respect
                of such
                Plan Year and to any additional amounts credited as dividend equivalents
                or interest in respect of such originally credited amounts and previously
                credited additional amounts.

            


    

    


    
      	 	
              (ii)

            	
              Modifying
                Elections.
                A
                Participant may modify a prior election as to the time at which a
                Participant's Account (or portion thereof) will be settled and/or
                the form
                of settlement (i.e., lump sum or installments, or the number of
                installments) at any time by filing a new election with the Administrator,
                subject to, and in accordance with paragraphs (A) and (B), below.
                The
                foregoing notwithstanding, elections under this Section 9(c) shall
                not be
                permitted, if permitting such an election would result in constructive
                receipt by the Participant of compensation in respect of the Participant's
                Account prior to the actual settlement of such Account or would violate
                Section 409A of the Code.

            


    

    


    
      	 	
              (A)

            	
              Second
                Elections.
                To the extent permitted under Section 409A of the Code and the regulations
                issued thereunder, a Participant may change the form of settlement
                (i.e.,
                lump
                sum or installments, or the number of installments) and/or the settlement
                date selected under a deferral election, provided (a) the new election
                must be must be filed with the Administrator at least 12 full months
                before settlement would occur under the election in place prior to
                the
                change, (b) the new election is not effective for a period of 12
                months
                from the date made, and (c) the settlement date under the modified
                election defers settlement for at least 5 years from the date settlement
                would otherwise have occur.

            


    

    


    
      	 	
              (B)

            	
              Special
                2006 and 2007 Elections.
                Notwithstanding anything in Section 6, Section 8 or this Section
                9 to the
                contrary, to the extent permitted under Section 409A of the Code
                and the
                regulations issued thereunder, a Participant may make a new election
                on or
                before December 31, 2007 as to the settlement date and/or form (i.e.,
                lump
                sum or installments, or the number of installments) of deferred RSUs,
                deferred cash and/or Deferred Shares credited to the Participant's
                Account. However a Participant shall not be permitted in 2006 to
                change an
                election in a manner that will defer settlement of amounts that the
                Participant otherwise would have received in 2006 or cause payments
                to be
                made in 2006 pursuant to the 2006 election; and a Participant shall
                not be
                permitted in 2007 to change an election in a manner that will defer
                settlement of amounts that the Participant otherwise would have received
                in 2007 or cause payments to be made in 2007 pursuant to the 2007
                election.

            


    

    


    (d) Statements.
      The
      Administrator will furnish statements to each Participant reflecting the amounts
      credited to a Partici-pant's Account, transactions therein, and other related
      information no less frequently than once each calendar year. Statements may
      be
      combined with other information, including information with respect to other
      compensation plans, being provided to the Participant.

    


    (e) Fractional
      Shares.
      The
      amount of Share Units credited to an Account shall include fractional Shares
      calculated to at least three decimal places.

    


    10. Settlement
      of Accounts.
      The
      Company will settle a Participant's Account by making one or more distributions
      to the Participant (or his or her Beneficiary, following Participant's death)
      at
      the time or times, in a lump sum or installments, as specified in the
      Participant's election(s) filed in accordance with Sections 6(e) and 9(c);
      provided, however, that an Account will be settled at times earlier than those
      specified in such election in accordance with Sections 10(b), or 10(c); and
      provided further, that RSUs as to which no valid election to defer has been
      filed will be settled at the date specified in connection with the award under
      Section 6.

    


    (a) Form
      of Distribution.
      Distributions in settlement of a Participant's Account shall be made only in
      cash with respect to deferred cash and in Shares with respect to Share Units.
      

    


    (b) Death
      or Disability.
      If a
      Participant ceases to serve as a director due to death or Disability or dies
      prior to distribution of all amounts from his or her Account, the Company shall
      make a single lump-sum distribution to the Participant or his or her
      Beneficiary. Any such distribution shall be made as soon as practicable
      following notification to the Company of the Participant's death or Disability.
      

    


    (c) Financial
      Emergency and Other Payments.
      Other
      provisions of the Plan notwithstanding, if, upon the written application of
      a
      Participant, the Board determines that the Participant has suffered an
      unforeseeable financial emergency, the Board may direct the payment to the
      Participant all or a portion of the balance of the Participant's Account and
      the
      time and manner of such payment. For purposes of this Plan, an unforeseeable
      financial emergency is an unexpected need for cash arising from an illness,
      casualty loss, sudden financial reversal, or other such unforeseeable
      occurrence. Cash needs arising from foreseeable events such as the purchase
      of a
      house or education expenses for children shall not be considered to be the
      result of an unforeseeable financial emergency. It is intended that the
      Committee's determination as to whether a Participant has suffered an
      "unforeseeable financial emergency" and the amount of any distribution related
      to such emergency shall be made consistent with the requirements under Code
      section 409A.

     

    (d) Distribution
      Upon a Change in Control.
      Upon a
      Change in Control that is a "change in control event" as determined under the
      regulations under Code Section 409A, the Company shall make a single lump-sum
      distribution to the Participant in settlement of his or her Account as promptly
      as practicable following the Change in Control. 

    


    11. Limitations
      on Deferrals and Related Participant Rights.
      The
      rights of a Participant with respect to deferrals under Sections 6, 8, 9, and
      10, including any right to modify an election as to the time of settlement
      under
      Section 9(c) shall be limited or suspended at any time if and to the extent
      required by law or if the existence of such right would cause a Participant
      to
      be deemed to be in constructive receipt of amounts credited to his or her
      Account or otherwise cause the Participant's deferral of taxation with respect
      to compensation deferred hereunder to be ineffective. The Plan is intended
      to
      comply with the applicable requirements of Code Section 409A and its
      corresponding regulations and related guidance, and shall be maintained and
      administrated in accordance with Code Section 409A. Notwithstanding anything
      in
      the Plan to the contrary, distributions from the Plan may only be made in a
      manner, and upon an event, permitted by Code Section 409A.

    


    12. Definitions
      Relating to Change in Control.
      For
      purposes of this Plan, the following definitions shall apply:

    


    (a) "Beneficial
      Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings
      ascribed to such terms for purposes of Section 13(d) of the Exchange Act and
      the
      rules thereunder, except that, for purposes of this Section 12, "Beneficial
      Ownership" (and the related terms) shall include Voting Securities that a Person
      has the right to acquire pursuant to any agreement, or upon exercise of
      conversion rights, warrants, options or otherwise, regardless of whether any
      such right is exercisable within 60 days of the date as of which Beneficial
      Ownership is to be determined.

    


    (b) "Change
      in Control" means and shall be deemed to have occurred if, after the Effective
      Date,

    


    
      	 	
              (i)

            	 	
              any
                Person, other than the Company or a Related Party, acquires directly
                or
                indirectly the Beneficial Ownership of any Voting Security of the
                Company
                and immediately after such acquisition such Person has, directly
                or
                indirectly, the Beneficial Ownership of Voting Securities representing
                20
                percent or more of the total voting power of all the then-outstanding
                Voting Securities; or

            


    

    


    
      	 	
              (ii)

            	 	
              those
                individuals who as of the Effective Date constitute the Board or
                who
                thereafter are elected to the Board and whose election, or nomination
                for
                election, to the Board was approved by a vote of at least two-thirds
                (2/3)
                of the directors then still in office who either were directors as
                of the
                Effective Date or whose election or nomination for election was previously
                so approved, cease for any reason to constitute a majority of the
                members
                of the Board; or

            


    

    


    (iii) there
      is
      consummated a merger, consolidation, recapitalization or reorganization of
      the
      Company, a reverse stock split of outstanding Voting Securities, or an
      acquisition of securities or assets by the Company (a "Transaction"), other
      than
      a Transaction which would result in the holders of Voting Securities having
      at
      least 80 percent of the total voting power represented by the Voting Securities
      outstanding immediately prior thereto continuing to hold Voting Securities
      or
      voting securities of the surviving entity having at least 60 percent of the
      total voting power represented by the Voting Securities or the voting securities
      of such surviving entity outstanding immediately after such Transaction and
      in
      or as a result of which the voting rights of each Voting Security relative
      to
      the voting rights of all other Voting Securities are not altered;
      or

    


    (iv) there
      is
      implemented or consummated a plan of complete liquidation of the Company or
      a
      sale or disposition by the Company of all or substantially all of the Company's
      assets other than any such transaction which would result in Related Parties
      owning or acquiring more than 50 percent of the assets owned by the Company
      immediately prior to the transaction.

    


    (c) "Person"
      shall have the meaning ascribed for purposes of Section 13(d) of the Exchange
      Act and the rules thereunder.

    


    (d) "Related
      Party" means (i) a majority-owned subsidiary of the Company; or (ii) a trustee
      or other fiduciary holding securities under an employee benefit plan of the
      Company or any majority-owned subsidiary of the Company; or (iii) a corporation
      owned directly or indirectly by the shareholders of the Company in substantially
      the same proportion as their ownership of Voting Securities; or (iv) if, prior
      to any acquisition of a Voting Security which would result in any Person
      Beneficially Owning more than ten percent of any outstanding class of Voting
      Security and which would be required to be reported on a Schedule 13D or an
      amendment thereto, the Board approved the initial transaction giving rise to
      an
      increase in Beneficial Ownership in excess of ten percent and any subsequent
      transaction giving rise to any further increase in Beneficial Ownership;
      provided, however, that such Person has not, prior to obtaining Board approval
      of any such transaction, publicly announced an intention to take actions which,
      if consummated or successful (at a time such Person has not been deemed a
      "Related Party"), would constitute a Change in Control.

    


    (e) "Voting
      Securities" means any securities of the Company which carry the right to vote
      generally in the election of directors.

    


    13. General
      Provisions.

    


    (a) Limits
      on Transferability.
      Restricted Stock prior to the lapse of restrictions, Options, RSUs, Deferred
      Shares, deferred cash, and all other rights under the Plan will not be
      transferable by a Participant except by will or the laws of descent and
      distribution, or to a Beneficiary in the event of a Participant's death, and
      will not otherwise be subject to alienation, anticipation, encumbrance,
      garnishment, attachment, levy, execution or other legal or equitable process,
      nor subject to the debts, contracts, liabilities or engagements, or torts of
      any
      Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer,
      assign, pledge, garnish, attach or take any other action subject to legal or
      equitable process or encumber or dispose of any interest in the Plan shall
      be
      void. The foregoing notwithstanding, the Administrator may permit a Participant
      to transfer Options and related rights to one or more trusts, partnerships,
      or
      family members during the lifetime of the Participant solely for estate planning
      purposes, but only if and to the extent then consistent with the registration
      of
      any offer and sale of Shares related thereto on Form S-8, Form S-3, or such
      other registration form of the Securities and Exchange Commission as may then
      be
      permitted to be filed with respect to the Plan. The Company may rely upon the
      beneficiary designation last filed in accordance with this Section
      13(a).

    


    (b) Adjustments.
      In the
      event that any large, special and non-recurring dividend or other distribution
      in the form of cash or other property, recapitalization, forward or reverse
      split, Share dividend, reorganization, merger, consolidation, spin-off,
      combination, repurchase, share exchange, liquidation, dissolution or other
      similar corporate transaction or event affects the Shares such that an
      adjustment is determined by the Board to be appropriate in order to prevent
      dilution or enlargement of a Participant's rights under the Plan, then the
      Board
      shall, in such manner as it may deem equitable, adjust any or all of (i) the
      number and kind of Shares reserved and available for delivery under the Plan
      and
      to be subject to Restricted Stock, Options, SARs, RSUs and Deferred Shares
      thereafter granted or credited, (ii) the limits upon the number of Shares that
      may be subject to Restricted Stock, RSUs, Options and SARs automatically granted
      under Sections 6 and 7 and any specification of the number automatically
      granted, (iii) the number and kind of Shares outstanding as Restricted Stock,
      (iv) the number and kind of Shares deliverable upon exercise of outstanding
      Options and SARs, and the exercise price per Share thereof (provided that no
      fractional Shares will be delivered upon exercise of any Option or SAR), and
      (v)
      the number and kind of Shares then credited as RSUs and Deferred Shares (taking
      into account any Share Units credited as dividend equivalents under Section
      9(a)) and by reference to which RSUs and Deferred Shares are valued under the
      Plan.

    


    (c) Receipt
      and Release.
      Payments (in any form) to any Participant or Beneficiary in accordance with
      the
      provisions of the Plan shall, to the extent thereof, be in full satisfaction
      of
      all claims for the compensation deferred and relating to the Account to which
      the payments relate against the Company, the Board, or the Administrator, and
      the Administrator may require such Participant or Beneficiary, as a condition
      to
      such payments, to execute a receipt and release to such effect. In the case
      of
      any payment under the Plan of less than all amounts then credited to an Account
      in the form of RSUs or Deferred Shares, the amounts paid shall be deemed to
      relate to the RSUs or Deferred Shares credited to the Account at the earliest
      time.

    


    (d) Compliance.
      The
      Company shall have no obligation to settle any Account of a Participant (in
      any
      form) until all legal and contractual obligations of the Company relating to
      establishment of the Plan and such settlement shall have been complied with
      in
      full. In addition, the Company shall impose such restrictions on Shares
      delivered to a Participant hereunder and any other interest constituting a
      security as it may deem advisable in order to comply with the Securities Act
      of
      1933, as amended, the requirements of the Nasdaq National Market or any other
      stock exchange or automated quotation system upon which the Shares are then
      listed or quoted, any state securities laws applicable to such a transfer,
      any
      provision of the Company's Articles of Incorporation or By-Laws, or any other
      law, regulation, or binding contract to which the Company is a
      party.

    


    (e) Changes
      to the Plan and Awards.
      The
      Board may amend, suspend or discontinue the Plan, the authority to grant awards
      under the Plan, or any outstanding award (and any agreement relating thereto)
      without the consent of any other party, including shareholders or Participants;
      provided, however, that any amendment shall be subject to shareholder approval
      if and to the extent then required under applicable rules of the Nasdaq National
      Market or any other stock exchange or automated quotation system upon which
      the
      Shares may then be listed or quoted; and provided further, that, without the
      consent of an affected Participant, no such action may materially impair the
      rights of such Participant under any award theretofore granted. The foregoing
      notwithstanding, the Board, in its sole discretion, may terminate the Plan
      (in
      whole or in part). If the Board terminates the Plan, amounts credited the
      Participant's Account shall be paid in accordance with the terms of the Plan.
      In
      the event of a Change in Control that constitutes a “change in control” event
      within the meaning of Code Section 409A, the Plan shall terminate as of the
      date
      of the Change in Control and the amounts credited to the Participant's Account
      shall be distributed as soon as practicable thereafter consistent with Code
      Section 409A.

    


    Without
      the prior approval of shareholders, the Committee will not amend or replace
      previously granted Options in a transaction that constitutes a "repricing."
      For
      this purpose, a "repricing" means: (1) amending the terms of an Option after
      it
      is granted to lower its exercise price; (2) any other action that is treated
      as
      a repricing under generally accepted accounting principles; and (3) canceling
      an
      Option at a time when its strike price is equal to or greater than the fair
      market value of the underlying Stock, in exchange for another Option, Restricted
      Stock, or other equity, unless the cancellation and exchange occurs in
      connection with a merger, acquisition, spin-off or other similar corporate
      transaction. A cancellation and exchange described in clause (3) of the
      preceding sentence will be considered a repricing regardless of whether the
      Option, Restricted Stock or other equity is delivered simultaneously with the
      cancellation, regardless of whether it is treated as a repricing under generally
      accepted accounting principles, and regardless of whether it is voluntary on
      the
      part of the Option holder.

    


    (f) Unfunded
      Status of Plan; Creation of Trusts.
      The
      Plan is intended to constitute an "unfunded" Plan for deferred compensation
      and
      Participants shall rely solely on the unsecured promise of the Company for
      payment hereunder (except insofar as Shares are issued in connection with
      Restricted Stock). With respect to any payment not yet made to a Participant
      under the Plan, nothing contained in the Plan shall give a Participant any
      rights that are greater than those of a general unsecured creditor of the
      Company; provided, however, that the Board may authorize the creation of trusts
      or make other arrangements to meet the Company's obligations under the Plan,
      which trusts or other arrangements shall be consistent with the "unfunded"
      status of the Plan unless the Board otherwise determines with the consent of
      each affected Participant. The establishment and maintenance of, or allocations
      and credits to, the Account of any Participant shall not vest in any Participant
      any right, title or interest in and to any Plan assets or benefits except at
      the
      time or times and upon the terms and conditions and to the extent expressly
      set
      forth in the Plan and in accordance with the terms of any trust.

    


    (g) Other
      Participant Rights.
      No
      Participant shall have any of the rights or privileges of a shareholder of
      the
      Company under the Plan, including as a result of the grant of an Option or
      SAR,
      or crediting of RSUs, Deferred Shares or other amounts to an Account, or the
      creation of any Trust and deposit of Shares therein, except at such time as
      such
      Option or SAR may have been duly exercised or Shares may be actually delivered
      in settlement of an Account (in whole or in part); provided, however, that
      a
      Participant granted Restricted Stock shall have rights of a shareholder except
      to the extent that those rights are limited by the terms of the Plan and the
      agreement relating to the Restricted Stock. No provision of the Plan, document
      relating to the Plan, or transaction hereunder shall confer upon any Participant
      any right to continue to serve as a director of the Company or in any other
      capacity with the Company or a subsidiary or to be nominated for reelection
      as a
      director, or interfere in any way with the right of the Company to increase
      or
      decrease the amount of any compensation payable to such Participant. Subject
      to
      the limitations set forth in Section 13(a), the Plan shall inure to the benefit
      of, and be binding upon, the parties hereto and their successors and
      assigns.

    


    (h) Continued
      Service as an Employee.
      If a
      Participant ceases to serve as a director and, immediately thereafter, is
      employed by the Company or any subsidiary, then such Participant will not be
      deemed to have ceased to serve as a director at that time, and his or her
      continued employment by the Company or any subsidiary will be deemed to be
      continued service as a director; provided, however, that, for purposes of
      Section 5, such former director will not be deemed to be a non-employee director
      eligible for further grants of awards. 

    


    (i) Special
      Rule for Key Employees. If,
      at
      the time a Participant ceases to serve as a director, the Participant is a
      Key
      Employee as defined in Section 416(i) of the Code, without regard to paragraph
      5
      thereof, amounts to be distributed from the Participant's Account due to the
      cessation of service, if required by Code Section 409A and the regulations
      thereunder, may not be distributed to the Participant earlier than six months
      following the date of the Participant's s separation from service. If
      distributions are delayed pursuant to Code section 409A, the accumulated amounts
      withheld on account of Code section 409A shall be paid on the first business
      day
      after the end of the six-month period. 

    


    (j) Governing
      Law.
      The
      validity, construction, and effect of the Plan, any rules and regulations under
      the Plan, and any agreement under the Plan shall be determined in accordance
      with the Pennsylvania Business Corporation Law, to the extent applicable, other
      laws (including those governing contracts) of the Commonwealth of Pennsylvania,
      without giving effect to principles of conflicts of laws, and applicable federal
      law.

    


    (k) Limitation.
      A
      Participant and his or her Beneficiary shall assume all risk in connection
      with
      any decrease in value of Restricted Stock, Options, RSUs or Deferred Shares,
      and
      neither the Company, the Board nor the Administrator shall be liable or
      responsible therefor.

    


    (l) Severability.
      In the
      event that any provision of the Plan shall be declared illegal or invalid for
      any reason, said illegality or invalidity shall not affect the remaining
      provisions of the Plan but shall be fully severable, and the Plan shall be
      construed and enforced as if said illegal or invalid provision had never been
      inserted herein.

    


    (m) Nonexclusivity
      of the Plan.
      The
      adoption of the Plan by the Board shall not be construed as creating any
      limitation on the power of the Board to adopt such other compensatory
      arrange-ments for directors as it may deem desirable. 

    


    (n) Effective
      Date and Plan Termination.
      The
      Plan, as amended and restated herein, shall be effective as of the Effective
      Date. Unless earlier terminated by action of the Board, the Plan will remain
      in
      effect until such time as no Shares remain available for delivery under the
      Plan
      and the Company has no further rights or obligations under the Plan with respect
      to outstanding awards or Accounts under the Plan.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Approved
      by the Board of Directors January 25, 2007