(b)
renumbering Section 5(m) as Section 5(l) and deleting the word "Non-Qualified"
each place it appears therein.
12.
Section 6(a) of the Plan is hereby amended by deleting the penultimate sentence.
13.
Section 7(a) of the Plan is hereby amended and restated as follows:
"(a)
Grant and Exercise. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option granted under the
Plan either at or after the time of the grant of such Stock Option."
14.
Section 7 of the Plan is hereby amended by (a) deleting Section 7(b)(v) and (b)
renumbering Section 7(b)(vi) as Section 7(b)(v).
15.
Section 10 of the Plan is hereby amended by deleting the words "and 422" in the
second paragraph.
16.
Section 11(d) of the Plan is hereby amended by deleting clause (i) thereof.
17.
Section 15 of the Plan is hereby deleted.
18.
Except as hereby amended, the Plan shall remain in full force and effect.