THE
COMPANY'S COMMON STOCK WILL TERMINATE AND EXPIRE ON APRIL 10, 2005 AND WILL ONLY
BE EXERCISABLE PRIOR TO SUCH DATE.
ANY STOCK OPTIONS AND DEFERRED STOCK UNITS
GRANTED TO YOU IN YOUR CAPACITY AS A DIRECTOR PRIOR TO APRIL 9, 2001 THAT ARE
OUTSTANDING ON THE TERMINATION DATE SHALL BE GOVERNED BY THE TERMS OF SUCH STOCK
GRANT AGREEMENTS AND WILL ONLY VEST AND BE EXERCISABLE AS PROVIDED THEREIN.
YOU
ACKNOWLEDGE AND AGREE THAT YOU SHALL NOT BE ENTITLED TO ANY RELOAD OF ANY STOCK
OPTION EXERCISED ON OR AFTER THE EFFECTIVE DATE.
III)
REIMBURSEMENT FOR EXPENSES INCURRED BY
YOU IN ACCORDANCE WITH THE COMPANY'S POLICY BUT NOT REIMBURSED PRIOR TO THE
TERMINATION DATE.
IV)
DURING THE
36 MONTHS FOLLOWING THE
EFFECTIVE DATE (THE "CONTINUATION PERIOD"), THE COMPANY SHALL CONTINUE TO KEEP
IN FULL FORCE AND EFFECT FOR YOU ALL PROGRAMS OF MEDICAL, DENTAL, VISION,
ACCIDENT, DISABILITY, LIFE INSURANCE, INCLUDING OPTIONAL TERM LIFE INSURANCE,
AND OTHER SIMILAR HEALTH OR WELFARE PROGRAMS WITH THE SAME LEVEL OF COVERAGE,
UPON THE SAME TERMS AND OTHERWISE TO THE SAME EXTENT AS SUCH PROGRAMS SHALL HAVE
BEEN IN EFFECT WITH RESPECT TO YOU IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, AND
THE COMPANY AND YOU SHALL SHARE THE COSTS OF THE CONTINUATION OF SUCH INSURANCE
COVERAGE IN THE SAME PROPORTION AS SUCH COSTS WERE SHARED IMMEDIATELY PRIOR TO
THE EFFECTIVE DATE OR, IF THE TERMS OF SUCH PROGRAMS DO NOT PERMIT CONTINUED
PARTICIPATION BY YOU (OR IF THE COMPANY OTHERWISE DETERMINES IT ADVISABLE TO
AMEND, MODIFY OR DISCONTINUE SUCH PROGRAMS FOR EMPLOYEES GENERALLY), THE COMPANY
SHALL OTHERWISE PROVIDE BENEFITS SUBSTANTIALLY SIMILAR TO AND NO LESS FAVORABLE
TO YOU IN TERMS OF COST OR BENEFITS THAN YOU WERE ENTITLED TO RECEIVE AT THE END
OF THE PERIOD OF COVERAGE, FOR THE DURATION OF THE CONTINUATION PERIOD.
ALL
BENEFITS WHICH THE COMPANY IS REQUIRED BY THIS SECTION 2(A)(IV) TO PROVIDE,
WHICH WILL NOT BE PROVIDED BY THE COMPANY'S PROGRAMS DESCRIBED HEREIN, SHALL BE
PROVIDED THROUGH THE PURCHASE OF INSURANCE UNLESS YOU ARE UNINSURABLE.
IF YOU
ARE UNINSURABLE, THE COMPANY WILL PROVIDE THE BENEFITS OUT OF ITS GENERAL
ASSETS.
IN THE EVENT YOU OBTAIN OTHER EMPLOYMENT
Ms. Cinda Hallman
March 9, 2004
Page 3
DURING THE CONTINUATION PERIOD WHICH PROVIDES HEALTH OR WELFARE BENEFITS OF THE
TYPE DESCRIBED IN THIS SECTION 2(A)(IV) HEREOF ("OTHER COVERAGE"), THEN YOU
SHALL NOTIFY THE COMPANY PROMPTLY OF SUCH OTHER EMPLOYMENT AND OTHER COVERAGE
AND THE COMPANY SHALL THEREAFTER NOT PROVIDE YOU THE BENEFITS DESCRIBED IN THIS
SECTION 2(A)(IV) HEREOF TO THE EXTENT THAT SUCH BENEFITS ARE PROVIDED UNDER THE
OTHER COVERAGE.
UNDER SUCH CIRCUMSTANCES, YOU SHALL MAKE ALL CLAIMS FIRST UNDER
THE OTHER COVERAGE AND THEN, ONLY TO THE EXTENT NOT PAID OR REIMBURSED BY THE
OTHER COVERAGE, UNDER THE PLANS AND PROGRAMS DESCRIBED IN THIS SECTION 2(A)(IV)
HEREOF; PROVIDED, HOWEVER, THAT IF YOU ARE ELIGIBLE FOR HEALTH PLAN BENEFITS AS
PART OF SUCH OTHER COVERAGE, THE COMPANY SHALL NO LONGER BE OBLIGATED TO PROVIDE
ANY CONTINUING HEALTH PLAN BENEFITS.