FIRST HORIZON NATIONAL CORP
EX-10.1: 2003 EQUITY COMPENSATION PLAN (AS AMENDED AND RESTATED 4/14/2008)
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y56612exv10w1.htm
<DESCRIPTION>EX-10.1: 2003 EQUITY COMPENSATION PLAN (AS AMENDED AND RESTATED 4/14/2008)
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FIRST HORIZON NATIONAL CORPORATION<BR>
2003 EQUITY COMPENSATION PLAN</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">(AS AMENDED AND RESTATED APRIL 14, 2008)

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
1 &#151; Purpose</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This plan shall be known as the &#147;First Horizon National Corporation 2003 Equity Compensation Plan&#148;
(the &#147;Plan&#148;). The purpose of the Plan is to promote the interests of First Horizon National
Corporation, a Tennessee corporation (the &#147;Company&#148;), and its shareholders by (i)&nbsp;attracting and
retaining officers, employees, and non-employee directors of the Company and its Subsidiaries, (ii)
motivating such individuals by means of performance-related incentives to achieve long-range
performance goals, (iii)&nbsp;enabling such individuals to participate in the long-term growth and
financial success of the Company, (iv)&nbsp;encouraging ownership of stock in the Company by such
individuals, and (v)&nbsp;linking compensation to the long-term interests of shareholders. With respect
to any awards granted under the Plan that are intended to comply with the requirements of
&#147;performance-based compensation&#148; under Section 162(m) of the Code (as defined below), the Plan
shall be interpreted in a manner consistent with such requirements<I>.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
2 &#151; Definitions</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As used in the Plan, the following terms shall have the meanings set forth below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Award</B>&#148; shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or
Performance Award granted under the Plan, whether singly or in combination, to a Participant
pursuant to such terms, conditions, restrictions and/or limitations, if any, as may be established
from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Award Agreement</B>&#148; shall mean any written or electronic agreement, contract, notice or other
instrument or document evidencing any Award, which may, but need not, be executed or acknowledged
by a Participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Board</B>&#148; shall mean the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Cause</B>&#148; shall mean (i)&nbsp;a Participant&#146;s conviction of, or plea of guilty or <I>nolo contendere </I>(or
similar plea) to, (A)&nbsp;a misdemeanor charge involving fraud, false statements or misleading
omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (B)&nbsp;a
felony charge or (C)&nbsp;an equivalent charge to those in clauses (A)&nbsp;and (B)&nbsp;in jurisdictions which do
not use those designations; (ii)&nbsp;the engaging by a Participant in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined
under the Exchange Act); (iii)&nbsp;a Participant&#146;s failure to perform his or her duties to the Company
or its Subsidiaries; (iv)&nbsp;a Participant&#146;s violation of any securities or commodities laws, any
rules or regulations issued pursuant to such laws, or the rules and regulations of any securities
or commodities exchange or association of which the Company or any of its Subsidiaries or
affiliates is a member; (v)&nbsp;a Participant&#146;s violation of any policy of the Company or its
Subsidiaries concerning hedging or confidential or proprietary information, or a Participant&#146;s
material violation of any other policy of the Company or its Subsidiaries as in effect from time to
time; (vi)&nbsp;the engaging by a Participant in any act or making any statement which impairs, impugns,
denigrates, disparages or negatively reflects upon the name, reputation or business interests of
the Company or its Subsidiaries; or (vii)&nbsp;the engaging by the Participant in any conduct
detrimental to the Company or its Subsidiaries. The determination as to whether Cause has occurred
shall be made by the Committee in its sole discretion. The Committee shall also have the authority
in its sole discretion to
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">waive the consequences under the Plan or any Award Agreement of the existence or occurrence of any
of the events, acts or omissions constituting Cause.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Change in Control</B>&#148; shall mean, unless otherwise defined in the applicable Award Agreement, the
occurrence of any one of (and shall be deemed to have occurred on the date of the earliest to occur
of) the following events:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>individuals who, on January&nbsp;21, 1997, constitute the Board (the &#147;Incumbent Directors&#148;)
cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to January&nbsp;21, 1997, whose election or nomination for
election was approved by a vote of at least three-fourths (3/4) of the Incumbent Directors
then on the Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without written objection
to such nomination) shall be an Incumbent Director; provided, however, that no individual
elected or nominated as a director of the Company initially as a result of an actual or
threatened election contest with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of any person other than the
Board shall be deemed to be an Incumbent Director;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any &#147;Person&#148; (for purposes of this definition only, as defined under Section&nbsp;3(a)(9) of
the Exchange Act as used in Section 13(d) or Section 14(d) of the Exchange Act) is or
becomes a &#147;beneficial owner&#148; (as defined in Rule&nbsp;13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the combined voting
power of the Company&#146;s then outstanding securities eligible to vote for the election of the
Board (the &#147;Company Voting Securities&#148;); provided, however, that the event described in
this paragraph (ii)&nbsp;shall not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A)&nbsp;by the Company or any Subsidiary, (B)&nbsp;by an employee stock
ownership or employee benefit plan or trust sponsored or maintained by the Company or any
Subsidiary, (C)&nbsp;by any underwriter temporarily holding securities pursuant to an offering
of such securities, or (D)&nbsp;pursuant to a Non-Qualifying Transaction (as defined in
paragraph (iii)&nbsp;hereof);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the shareholders of the Company approve a merger, consolidation, share exchange or
similar form of corporate transaction involving the Company or any of its Subsidiaries that
requires the approval of the Company&#146;s shareholders, whether for such transaction or the
issuance of securities in the transaction (a &#147;Business Combination&#148;), unless immediately
following such Business Combination: (A)&nbsp;more than 50% of the total voting power of (x)
the corporation resulting from such Business Combination (the &#147;Surviving Corporation&#148;), or
(y)&nbsp;if applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect directors of the
Surviving Corporation (the &#147;Parent Corporation&#148;), is represented by Company Voting
Securities that were outstanding immediately prior to the consummation of such Business
Combination (or, if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of
such Company Voting Securities among the holders thereof immediately prior to the Business
Combination, (B)&nbsp;no Person (other than any employee benefit plan sponsored or maintained by
the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (C)&nbsp;at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) were Incumbent Directors at the time of the Board&#146;s approval of the
execution of the initial agreement providing for such
</TD>
</TR>
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</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Business Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B)&nbsp;and (C)&nbsp;above shall be deemed to be a &#147;Non-Qualifying
Transaction&#148;); or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the shareholders of the Company approve a plan of complete liquidation or dissolution
of the Company or a sale of all or substantially all of the Company&#146;s assets.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Computations required by paragraph (iii)&nbsp;shall be made on and as of the date of shareholder
approval and shall be based on reasonable assumptions that will result in the lowest percentage
obtainable. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed
to have occurred solely because any Person acquires beneficial ownership of more than twenty
percent (20%) of the Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities outstanding;
provided, that if after such acquisition by the Company such Person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such Person, a Change in Control of the Company shall then occur.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Code</B>&#148; shall mean the Internal Revenue Code of 1986, as amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Committee</B>&#148; shall mean a committee of the Board composed solely of not less than two Non-Employee
Directors, all of whom shall (i)&nbsp;satisfy the requirements of Rule&nbsp;16b-3(b)(3) of the Exchange Act,
(ii)&nbsp;be &#147;outside directors&#148; within the meaning of Section 162(m) and (iii)&nbsp;otherwise meet any
&#147;independence&#148; requirements promulgated by any stock exchange on which the shares are listed. The
members of the Committee shall be appointed by and serve at the pleasure of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Company</B>&#148; shall mean First Horizon National Corporation, a Tennessee corporation, and its
successors and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Compensation Plans</B>&#148; shall mean any compensation plan such as an incentive, stock option,
restricted stock, pension restoration or deferred compensation plan or any employee benefit plan
such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a
relocation plan or policy or any other plan, program or policy of the Company intended to benefit
employees, including, without limitation, any Compensation Plans established after the date hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Covered Officer</B>&#148; shall mean at any date (i)&nbsp;any individual who, with respect to the previous
taxable year of the Company, was a &#147;covered employee&#148; of the Company within the meaning of Section
162(m); provided, however, that the term &#147;Covered Officer&#148; shall not include any such individual
who is designated by the Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected not to be such a &#147;covered employee&#148; with respect to the
current taxable year of the Company, and (ii)&nbsp;any individual who is designated by the Committee, in
its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be
such a &#147;covered employee&#148; with respect to the current taxable year of the Company or with respect
to the taxable year of the Company in which any applicable Award will be paid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Deferred Compensation Award</B>&#148; means any Award that is not an Exempt Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Disability</B>&#148; shall mean, unless otherwise defined in the applicable Award Agreement, a
disability that would qualify as a total and permanent disability under the long-term disability
plan then in effect at the Employer employing the Participant at the onset of such total and
permanent disability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Employee</B>&#148; shall mean an employee of any Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>&#147;Employer&#148; </B>shall mean the Company or any Subsidiary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Exchange Act</B>&#148; shall mean the Securities Exchange Act of 1934, as amended from time to time.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Exempt Award</B>&#148; means any Award that does not constitute deferred compensation subject to Section
409A of the Internal Revenue Code (the &#147;Code&#148;) under any relevant exception by statute, regulation
or rule, specifically including, but not limited to, Treas. Reg. &#167;&#167;1.409A-1(b)(4) (short-term
deferrals), 1.409A-1(b)(5) (certain stock options and stock appreciation rights) and 1.409A-1(b)(6)
(restricted stock).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Fair Market Value</B>&#148; with respect to the Shares, shall mean, as of any date, (i)&nbsp;the mean
between the high and low sales prices at which Shares were sold on the New York Stock Exchange, or,
if the shares are not listed on the New York Stock Exchange, on any other such exchange on which
the Shares are traded, on such date, or, in the absence of reported sales on such date, the mean
between the high and low sales prices on the immediately preceding date on which sales were
reported, or (ii)&nbsp;in the event there is no public market for the Shares on such date, the fair
market value as determined in good faith by the Committee in its sole discretion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Good Reason</B>&#148; shall mean, following notice given by the Participant to the Company:
</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an adverse change in the Participant&#146;s status, title or position with the Company as in
effect immediately prior to the Change in Control, including, without limitation, any
adverse change in the Participant&#146;s status, title or position as a result of a diminution
in the Participant&#146;s duties or responsibilities, or the assignment to the Participant of
any duties or responsibilities which are inconsistent with such status, title, or position
as in effect immediately prior to the Change in Control, or any removal of the Participant
from, or any failure to reappoint or reelect the Participant to, such position (except in
connection with the termination of the Participant&#146;s employment for Cause, Disability or
Retirement or as a result of the Participant&#146;s death and except by the Participant other
than for Good Reason);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a reduction by the Company in the Participant&#146;s base salary or annual target bonus
opportunity (including any adverse change in the formula for such annual bonus target) as
in effect immediately prior to the Change in Control or as the same may be increased from
time to time thereafter;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure by the Company to provide the Participant with Compensation Plans that
provide the Participant with substantially equivalent benefits in the aggregate to the
Compensation Plans as in effect immediately prior to the Change in Control (at
substantially equivalent cost with respect to welfare benefit plans); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s requiring the Participant to be based at an office that is greater than
25 miles from where the Participant&#146;s office is located immediately prior to the Change in
Control;</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, (a)&nbsp;that an isolated and inadvertent action taken in good faith and which is
remedied by the Company within ten (10)&nbsp;days after receipt of notice thereof given by the
Participant shall not constitute Good Reason, and (b)&nbsp;no action shall constitute a Good Reason if
the Participant has acknowledged to the Company in writing that a Good Reason will not arise from
that action.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Non-Employee Director</B>&#148; shall mean a member of the Board who is not an Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Option</B>&#148; shall mean an option to purchase Shares from the Company that is granted under Section&nbsp;6
or 9 of the Plan and is not intended to meet the requirements of Section&nbsp;422 of the Code or any
successor provision thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>&#147;Option Price&#148; </B>shall mean the purchase price payable to purchase one Share upon the exercise of an
Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Participant</B>&#148; shall mean any Employee, Non-Employee Director or Regional Board Member who receives
an Award under the Plan.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Performance Award</B>&#148; shall mean any right granted under Section&nbsp;8 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Person</B>&#148; shall mean any individual, corporation, partnership, association, joint-stock company,
limited liability company, trust, unincorporated organization, government or political subdivision
thereof or other entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Plan</B>&#148; shall mean this First Horizon National Corporation 2003 Equity Compensation Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Qualifying Termination</B>&#148; shall mean a termination of the employment of a Participant with the
Company resulting from any of the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a termination of the employment or engagement of a Participant by the Company and its
Subsidiaries within thirty-six (36)&nbsp;months following a Change in Control, other than a
termination for Cause, Disability or Retirement or as a result of the Participant&#146;s death;
or</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a termination of employment by a Participant for Good Reason within thirty-six (36)
months following a Change in Control.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Regional Board Member</B>&#148; shall mean any First Tennessee Bank National Association regional board
member and any member of the board of directors of any bank subsidiary of the Company, other than
First Tennessee Bank National Association, in each case excluding any Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Restricted Stock</B>&#148; shall mean any Share granted under Section&nbsp;7 or 9 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Restricted Stock Unit</B>&#148; shall mean any unit granted under Section&nbsp;7 or 9 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Retirement</B>&#148; shall mean, unless otherwise defined in the applicable Award Agreement, the
Termination of Employment of a Participant after the Participant has fulfilled all age and service
requirements for retirement under the terms of the First Horizon National Corporation Pension Plan,
as amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>SEC</B>&#148; shall mean the Securities and Exchange Commission or any successor thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Section&nbsp;16</B>&#148; shall mean Section&nbsp;16 of the Exchange Act and the rules promulgated thereunder and any
successor provision thereto as in effect from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Section&nbsp;162(m)</B>&#148; shall mean Section 162(m) of the Code and the rules promulgated thereunder or any
successor provision thereto as in effect from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Shares</B>&#148; shall mean shares of the common stock, $0.625 par value, as adjusted from time to time for
stock splits or reverse stock splits, of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Specified Employee</B>&#148; means a Participant who, as of the date of his separation from service, is a
&#147;key employee&#148; of the Company or any Affiliate, any stock of which is actively traded on an
established securities market or otherwise. A Participant is a key employee if he or she meets the
requirements of Section&nbsp;416(i)(1)(A)(i), (ii)&nbsp;or (iii)&nbsp;of the Code, (applied in accordance with
applicable regulations thereunder and without regard to Section&nbsp;416(i)(5)) at any time during the
12-month period ending on the Specified Employee Identification Date. Such Participant shall be
treated as a key employee for the entire 12-month period beginning on the Specified Employee
Effective Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For purposes of determining whether a Participant is a Specified Employee, the compensation of the
Participant shall be determined in accordance with the definition of compensation provided under
Treas. Reg. Section&nbsp;1.415(c)-2(d)(3) (wages within the meaning of Section 3401(a) of the Code for
purposes of income tax withholding at the source, plus amounts excludible from gross income under
Section&nbsp;125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that
limit the remuneration
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">included in wages based on the nature or location of the employment or the services performed);
provided, however, that, with respect to a nonresident alien who is not a Participant in the Plan,
compensation shall not include compensation that is not includible in the gross income of such
person under Sections&nbsp;872, 893, 894, 911, 931 and 933, provided such compensation is not
effectively connected with the conduct of a trade or business within the United States.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding anything in this paragraph to the contrary, (i)&nbsp;if a different definition of
compensation has been designated by the Company with respect to another nonqualified deferred
compensation plan in which a key employee participates, the definition of compensation shall be the
definition provided in Treas. Reg. Section&nbsp;1.409A-1(i)(2), and (ii)&nbsp;the Company may through action
that is legally binding with respect to all nonqualified deferred compensation plans maintained by
the Company, elect to use a different definition of compensation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In the event of corporate transactions described in Treas. Reg. Section&nbsp;1.409A-1(i)(6), the
identification of Specified Employees shall be determined in accordance with the default rules
described therein, unless the Company elects to utilize the available alternative methodology
through designations made within the timeframes specified therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Specified Employee Identification Date</B>&#148; means September&nbsp;30, unless the Company has elected a
different date through action that is legally binding with respect to all nonqualified deferred
compensation plans maintained by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Specified Employee Effective Date</B>&#148; means the first day of the fourth month following the Specified
Employee Identification Date, or such earlier date as is selected by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Stock Appreciation Right or SAR</B>&#148; shall mean a right granted under Section&nbsp;6 or 9 of the Plan that
entitles the holder to receive, with respect to each Share encompassed by the exercise of such SAR,
the amount determined by the Committee, or in the case of an Award granted under Section&nbsp;9 hereof,
by the Board, and specified in an Award Agreement. In the absence of such a determination, the
holder shall be entitled to receive, with respect to each Share encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the
date of grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Subsidiary</B>&#148; shall mean any Person of which a majority of its voting power or its equity securities
or equity interest is owned directly or indirectly by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Substitute Awards</B>&#148; shall mean Awards granted solely in assumption of, or in substitution for,
outstanding awards previously granted by a Person acquired by the Company or with which the Company
or one of its Subsidiaries combines.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Termination of Employment</B>&#148; shall mean the termination of the employee-employer relationship
between a Participant and the Employer for any reason, with or without Cause, including, but not by
way of limitation, a termination by resignation, discharge, death, Disability, Workforce Reduction
or Retirement, but excluding (i)&nbsp;terminations where there is a simultaneous reemployment or
continuing employment of the Participant by another Employer; (ii)&nbsp;at the discretion of the
Committee, terminations which result in a temporary severance of the employee-employer
relationship; and (iii)&nbsp;at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship by an Employer with the Participant. The
Committee, in its absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation, the question of
whether a Termination of Employment resulted from a discharge for Cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment. However,
notwithstanding any provision of this Plan, an Employer has an absolute and unrestricted right to
terminate an Employee&#146;s employment at any time for any reason whatsoever, with or without Cause.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;<B>Workforce Reduction</B>&#148; shall mean any termination of the employee-employer relationship between a
Participant and the Employer as a result of the discontinuation by the Company of a business or
line of business or a realignment of the Company, or a part thereof, or any other similar type of
event, provided that the Committee or the Board has designated such discontinuation, realignment or
other event as a &#147;Workforce Reduction&#148; for purposes of this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
3 &#151; Administration</B>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Authority of Committee</U>. Except as provided by Section&nbsp;9 hereof, the Plan shall be
administered by the Committee, it being understood that the Board retains the right to make Awards
under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority in its discretion to: (i)&nbsp;designate Participants; (ii)&nbsp;determine the type
or types of Awards to be granted to a Participant; (iii)&nbsp;determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv)&nbsp;determine the timing, terms, and conditions of any Award; (v)
accelerate the time at which all or any part of an Award may be settled or exercised; (vi)
determine whether, to what extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or
suspended, and the method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vii)&nbsp;determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (viii)&nbsp;interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix)&nbsp;amend or modify the terms of any Award after
grant; (x)&nbsp;establish, amend, suspend, or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan; and (xi)&nbsp;make any other
determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan subject to the exclusive authority of the Board under Section&nbsp;14
hereunder to amend, suspend or terminate the Plan.</TD>
</TR>
</TABLE>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Committee Discretion Binding</U>. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all Persons, including any Employer, any Participant,
any holder or beneficiary of any Award, any Employee, any Non-Employee Director and any Regional
Board Member.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Action by the Committee</U>. Except as otherwise provided by the Board, the provisions of this
Section&nbsp;3(C) shall apply to the Committee. The Committee shall select one of its members as its
chairperson and shall hold its meetings at such times and places and in such manner as it may
determine. A majority of its members shall constitute a quorum. Any decision or determination
reduced to writing and signed by all of the members of the Committee shall be fully effective as if
it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a
secretary and may make such rules and regulations for the conduct of its business, as it shall deem
advisable.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Delegation</U>. Subject to the terms of the Plan, the Board or the Committee may, to the
extent permitted by law, delegate to (i)&nbsp;a subcommittee of the Committee, (ii)&nbsp;one or more officers
or managers of an Employer or (iii)&nbsp;a committee of such officers or managers, the authority,
subject to such terms and limitations as the Board or the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to or to alter, discontinue, suspend,
or terminate Awards held by, Participants who are not officers or directors of the Company for
purposes of Section&nbsp;16 or who are otherwise not subject to Section&nbsp;16, and who are not Covered
Officers.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(E)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Indemnification</U>. No member of the Board or the Committee or any Employee (each such person
a &#147;Covered Person&#148;) shall have any liability to any person (including any grantee) for any action
taken or</TD>
</TR>
</TABLE>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">omitted to be taken or any determination made in good faith with respect to the Plan or any Award.
Each Covered Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys&#146; fees) that may be imposed upon or incurred
by such Covered Person in connection with or resulting from any action, suit or proceeding to which
such Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and against and from any
and all amounts paid by such Covered Person, with the Company&#146;s approval, in settlement thereof, or
paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that the Company shall have the right, at its own expense, to
assume and defend any such action, suit or proceeding and, once the Company gives notice of its
intent to assume the defense, the Company shall have sole control over such defense with counsel of
the Company&#146;s choice. The foregoing right of indemnification shall not be available to a Covered
Person to the extent that a court of competent jurisdiction in a final judgment or other final
adjudication, in either case, not subject to further appeal, determines that the acts or omissions
of such Covered Person giving rise to the indemnification claim resulted from such Covered Person&#146;s
bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which Covered Persons may be entitled under the
Company&#146;s Restated Charter or Bylaws, as a matter of law, or otherwise, or any other power that the
Company may have to indemnify such persons or hold them harmless.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
4 &#151; Shares Available for Awards</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Shares Available</U>. Subject to the provisions of Section&nbsp;4(B) hereof, the stock to be
subject to Awards under the Plan shall be Shares and the maximum number of Shares which may be
issued with respect to Awards shall be 8,500,000, of which no more than 4,800,000 shall be issued
with respect to Awards other than Options. If, after the effective date of the Plan, any Shares
covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or
if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled
without the delivery of Shares, then the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number of Shares which may
be issued with respect to Awards, to the extent of any such settlement, forfeiture, termination,
expiration, or cancellation, shall again become Shares which may be issued with respect to Awards.
In the event that any Option or other Award granted hereunder is exercised through the delivery of
Shares by the Participant or in the event that withholding tax liabilities arising from such Award
are satisfied by the withholding of Shares by the Company from the total number of Shares that
otherwise would have been delivered to the Participant, the number of Shares which may be issued
with respect to Awards shall be increased by the number of Shares so surrendered or withheld.
Notwithstanding the foregoing and subject to adjustment as provided in Section&nbsp;4(B) hereof, the
number of Shares with respect to which Options and SARs may be granted to any one Participant in
any one calendar year shall be no more than 500,000 Shares.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Adjustments</U>. The number of Shares covered by each outstanding Award, the number of Shares
available for Awards, the number of Shares that may be subject to Awards to any one Participant,
and the price per Share covered by each such outstanding Award shall be proportionately adjusted
for any increase or decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, recapitalization, combination or reclassification of the Shares, and
may be proportionately adjusted, as determined in the sole discretion of the Board, for any other
increase or decrease in the number of issued Shares effected without receipt of consideration by
the Company or to reflect any distributions to holders of Shares other than regular cash dividends.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares subject to an Award.
After any adjustment made pursuant to this paragraph, the number of Shares subject to each
outstanding Award shall be rounded to the nearest whole number.</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Substitute Awards</U>. Any Shares issued by the Company as Substitute Awards shall not reduce
the Shares available for Awards under the Plan.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Sources of Shares Deliverable Under Awards</U>. Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of issued Shares which have been
reacquired by the Company.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
5 &#151; Eligibility</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Any Employee (including any officer or employee-director of an Employer), Non-Employee Director or
Regional Board Member shall be eligible to be designated a Participant; provided, however, that
Non-Employee Directors shall only be eligible to receive Awards granted pursuant to Section&nbsp;9
hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
6 &#151; Stock Options and Stock Appreciation Rights</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Grant</U>. Except as provided by Sections&nbsp;3 and 9 hereof, the Committee shall have sole and
complete authority to determine the Participants to whom Options and SARs shall be granted, the
number of Shares subject to each Award, the exercise price and the conditions and limitations
applicable to the exercise of Options and SARs. A person who has been granted an Option or SAR
under this Plan may be granted additional Options or SARs under the Plan if the Committee shall so
determine.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Option Price</U>. The Committee, in its sole discretion, shall establish the Option Price at
the time each Option is granted. Except in the case of Substitute Awards, the Option Price of an
Option may not be less than 100% of the Fair Market Value of the Shares with respect to which the
Option is granted on the date of grant of such Option. Notwithstanding the prior sentence, the
Option Price of an Option may be less than 100% of the Fair Market Value of the Shares with respect
to which the Option is granted on the date of grant of such Option if (i)&nbsp;the grantee of the Option
has entered into an agreement with the Company pursuant to which the grant of the Option is in lieu
of the payment of compensation and (ii)&nbsp;the amount of such compensation when added to the Option
Price of the Option equals at least 100% of the Fair Market Value of the Shares with respect to
which the Option is granted on the date of grant of such Option. Notwithstanding the foregoing and
except as provided by Sections&nbsp;4(B) and 14(C) hereof, the Committee shall not have the power to (i)
amend the terms of previously granted Options to reduce the Option Price of such Options, or (ii)
cancel such Options and grant substitute Options with a lower Option Price than the cancelled
Options, without shareholder approval.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Term</U>. Subject to the Committee&#146;s authority under Section&nbsp;3(A) hereof, each Option and SAR
and all rights and obligations thereunder shall expire on the date determined by the Committee and
specified in the Award Agreement. The Committee shall be under no duty to provide terms of like
duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, no Option
shall be exercisable after the expiration of ten (10)&nbsp;years from the date such Option was granted.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Transfer Restrictions</U>. Except as otherwise provided in this Section&nbsp;6(D), no Option shall
be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, hedged or disposed
of, in any manner, whether voluntarily or involuntarily, including by operation of law (other than
by will or the laws of descent and distribution). The Committee may in its discretion permit the
transfer of an Option by a Participant to or for the benefit of the Participant&#146;s Immediate Family
(including, without limitation, to a trust for the benefit of the Participant&#146;s Immediate Family or
to a partnership or limited liability company for one or more members of the Participant&#146;s
Immediate Family), subject to such limits as the Committee may establish, and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to such transfer.
The foregoing right to transfer the Option shall apply to the right to consent to amendments to any
Award Agreement evidencing such Option and, in the discretion of the Committee, shall also apply to
the right to transfer ancillary rights associated with the Option. For purposes of this paragraph,
the term &#147;Immediate Family&#148; shall mean the Participant&#146;s spouse, parents, children, stepchildren,
adopted relations, sisters, brothers, grandchildren and step-grandchildren.</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(F)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Exercise</U>.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(i)&nbsp;
Each Option and SAR shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the applicable Award
Agreement or thereafter. The Committee shall have full and complete authority to determine
whether an Option or SAR will be exercisable in full at any time or from time to time
during the term of the Option or SAR, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times during the term of the
Option or SAR as the Committee may determine.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(ii)&nbsp;The Committee may impose such conditions with respect to the exercise of Options, including
without limitation, any relating to the application of federal, state or foreign securities
laws or the Code, as it may deem necessary or advisable. The exercise of any Option
granted hereunder shall be effective only at such time as the sale of Shares pursuant to
such exercise will not violate any state or federal securities or other laws, as determined
by the Committee in its sole discretion.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iii)&nbsp;An Option or SAR may be exercised in whole or in part at any time, with respect to whole
Shares only, within the period permitted thereunder for the exercise thereof, and shall be
exercised by written notice of intent to exercise the Option or SAR, delivered to the
Company at its principal office, and payment in full to the Company at said office of the
amount of the Option Price for the number of Shares with respect to which the Option is
then being exercised.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iv)&nbsp;Payment of the Option Price shall be made in cash or cash equivalents, or, at the discretion of
the Committee, (i)&nbsp;by tendering, either by way of actual delivery of Shares or attestation,
whole Shares that have been owned by the Option holder for not less than six (6)&nbsp;months, if
acquired directly from the Company, or that have been owned for any period of time, if
acquired on the open market, prior to the date of exercise, valued at the Fair Market Value
of such Shares on the date of exercise, together with any applicable withholding taxes,
(ii)&nbsp;by a combination of such cash (or cash equivalents) and such Shares or (iii)&nbsp;by such
other method of exercise as may be permitted from time to time by the Committee; provided,
however, that the optionee shall not be entitled to tender Shares pursuant to successive,
substantially simultaneous exercises of an Option or any other stock option of the Company.
Subject to applicable securities laws and at the discretion of the Committee, an Option
may also be exercised by delivering a notice of exercise of the Option and simultaneously
selling the Shares thereby acquired, pursuant to a brokerage or similar agreement or
program approved in advance by the Committee. Until the optionee has been issued the
Shares subject to such exercise, he or she shall possess no rights as a shareholder with
respect to such Shares and shall not be entitled to any dividend or distribution the record
date of which is prior to the date of issuance of such Shares. At the Committee&#146;s
discretion, the amount payable as a result of the exercise of an SAR may be settled in
cash, Shares, or a combination of cash and Shares. A fractional Share shall not be
deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(v)&nbsp;Notwithstanding anything in this Plan to the contrary, a Participant shall be required to pay to
the Company an amount equal to the spread realized in connection with the Participant&#146;s
exercise of an Option within six months prior to such Participant&#146;s termination of
employment by resignation in the event that such Participant, within six months following
such Participant&#146;s termination of employment by resignation, engages directly or indirectly
in any activity determined by the Committee, in its sole discretion, to be competitive with
any activity of the Company or any of its Subsidiaries. This subsection (v)&nbsp;shall be void
and of no legal effect upon a Change in Control.</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
7 &#151; Restricted Stock and Restricted Stock Units</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Grant</U>.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(i)&nbsp;Except as provided by Sections&nbsp;3 and 9 hereof, the Committee shall have sole and complete
authority to determine the Participants to whom Restricted Stock and Restricted Stock Units
shall be granted, the number of shares of Restricted Stock and/or the number of Restricted
Stock Units to be granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock and Restricted Stock Units may be
forfeited to the Company, and the other terms and conditions of such Awards. The
Restricted Stock and Restricted Stock Unit Awards shall be evidenced by Award Agreements in
such form as the Committee shall from time to time approve, which agreements shall comply
with and be subject to the terms and conditions provided hereunder and any additional terms
and conditions established by the Committee that are consistent with the terms of the Plan.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(ii)&nbsp;Each Restricted Stock or Restricted Stock Unit Award made under the Plan shall be for such
number of Shares as shall be determined by the Committee and set forth in the agreement
containing the terms of such Restricted Stock or Restricted Stock Unit Award. Such
agreement shall set forth a period of time during which the grantee must remain in the
continuous employment of one or more Employers in order for the forfeiture and transfer
restrictions to lapse. If the Committee so determines, the restrictions may lapse during
such restricted period in installments with respect to specified portions of the Shares
covered by the Restricted Stock or Restricted Stock Unit Award. The agreement may also, in
the discretion of the Committee, set forth performance or other conditions that, if
satisfied, will result in the lapsing of any applicable forfeiture and transfer
restrictions. The Committee may, at its discretion, waive all or any part of the
restrictions applicable to any or all outstanding Restricted Stock and Restricted Stock
Unit Awards.</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Delivery of Shares and Transfer Restrictions</U>. The Company may implement the grant of a
Restricted Stock Award by (i)&nbsp;book-entry issuance of Shares to the Participant in an account
maintained by the Company at its transfer agent or (ii)&nbsp;delivery of certificates for Shares to the
Participant who must execute appropriate stock powers in blank and return the certificates and
stock powers to the Company. Such certificates and stock powers shall be held by the Company or
any custodian appointed by the Company for the account of the grantee subject to the terms and
conditions of the Plan, and the certificate shall bear such a legend setting forth the restrictions
imposed thereon as the Committee, in its discretion, may determine. Unless otherwise determined by
the Committee, the grantee shall have all rights of a shareholder with respect to the shares of
Restricted Stock, including the right to receive dividends and the right to vote such Shares,
subject to the following restrictions: (i)&nbsp;in the case of certificated Shares, the grantee shall
not be entitled to delivery of the stock certificate until the expiration of the restricted period
and the fulfillment of any other restrictive conditions set forth in the Award Agreement with
respect to such Shares; (ii)&nbsp;none of the Shares may be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered, hedged or disposed of, in any manner, whether voluntarily or
involuntarily, including by operation of law (other than by will or the laws of descent and
distribution) until the expiration of the restricted period and the fulfillment of any other
restrictive conditions set forth in the Award Agreement with respect to such Shares; and (iii)
except as otherwise determined by the Committee, all of the Shares shall be forfeited and all
rights of the grantee to such Shares shall terminate, without further obligation on the part of the
Company, unless the grantee remains in the continuous employment of one or more Employers for the
entire restricted period in relation to which such Shares were granted and unless any other
restrictive conditions relating to the Restricted Stock Award are met. Any Shares, any other
securities of the Company and any other property (except for cash dividends) distributed with
respect to the Shares subject to Restricted Stock Awards shall be subject to the same restrictions,
terms and conditions as such Restricted Stock.</TD>
</TR>
</TABLE>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination of Restrictions</U>. At the end of the restricted period and provided that any
other restrictive conditions of the Restricted Stock Award are met, or at such earlier time as
otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating
to the Restricted Stock Award or in the Plan shall lapse as to the restricted Shares subject
thereto, and, if certificated, a stock certificate for the appropriate number of Shares, free of
the restrictions and restricted stock legend imposed thereon by the Committee as described in the
second sentence of Subsection (B)&nbsp;of this Section&nbsp;7, shall be delivered to the Participant or the
Participant&#146;s beneficiary or estate, as the case may be.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Payment of Restricted Stock Units</U>. Each Restricted Stock Unit shall have a value equal to
the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares, other
securities or other property, as determined in the sole discretion of the Committee, upon the lapse
of the restrictions applicable thereto, or otherwise in accordance with the applicable Award
Agreement. The Committee may, in its sole and absolute discretion, credit Participants with
dividend equivalents on any Restricted Stock Units credited to the Participant&#146;s account at the
time of any payment of dividends to shareholders on Shares. The amount of any such dividend
equivalents shall equal the amount that would have been payable to the Participant as a shareholder
in respect of a number of Shares equal to the number of Restricted Stock Units then credited to
him. Any such dividend equivalents shall be credited to the Participant&#146;s account as of the date
on which such dividend would have been payable and shall be converted into additional Restricted
Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Restricted
Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered,
hedged or disposed of, in any manner, whether voluntarily or involuntarily, including by operation
of law (other than by will or the laws of descent and distribution) until the expiration of the
applicable restricted period and the fulfillment of any other restrictive conditions relating to
the Restricted Stock Unit Award. Except as otherwise determined by the Committee, all Restricted
Stock Units and all rights of the grantee to such Restricted Stock Units shall terminate, without
further obligation on the part of the Company, unless the grantee remains in continuous employment
of one or more Employers for the entire restricted period in relation to which such Restricted
Stock Units were granted and unless any other restrictive conditions relating to the Restricted
Stock Unit Award are met.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION
8 &#151; Performance Awards</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Grant</U>. The Committee shall have sole and complete authority to determine the Participants
who shall receive a Performance Award, which shall consist of a right that is (i)&nbsp;denominated in
cash and/or Shares, (ii)&nbsp;valued, as determined by the Committee, in accordance with the achievement
of such performance goals during such performance periods as the Committee shall establish, and
(iii)&nbsp;payable at such time and in such form as the Committee shall determine. The Committee may,
in its sole and absolute discretion, designate whether any Performance Award being granted to any
Participant is intended to be &#147;performance-based compensation&#148; as that term is used in Section
162(m). Any Performance Awards designated by the Committee as &#147;performance-based compensation&#148;
shall be subject to the terms and provisions of Section&nbsp;10 hereof.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Terms and Conditions</U>. Subject to the terms of the Plan, the Committee shall determine the
performance goals to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award and the amount and kind of any payment or transfer to
be made pursuant to any Performance Award, and may change specific provisions of the Performance
Award, provided, however, that such change may not adversely affect existing Performance Awards
made within a performance period commencing prior to implementation of the change.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Payment of Performance Awards</U>. Performance Awards may be paid in a lump sum or in
installments following the close of the performance period or, in accordance with the procedures
established by the Committee, on a deferred basis. If a Participant ceases to be employed by any
Employer during a performance period because of death, Disability, Retirement or other circumstance
in which the Committee in its discretion finds that a waiver would be appropriate, that
Participant, as determined by</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Committee, may be entitled to a payment of a Performance Award, or a portion thereof, at the
end of the performance period; provided, however, that the Committee may provide for an earlier
payment in settlement of such Performance Award in such amount and under such terms and conditions
as the Committee deems appropriate or desirable. Unless otherwise determined by the Committee,
Termination of Employment prior to the end of any performance period will result in the forfeiture
of the Performance Award, and no payments will be made. A Participant&#146;s rights to any Performance
Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, hedged
or disposed of in any manner, whether voluntarily or involuntarily, including by operation of law
(other than by will or the laws of descent and distribution).</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;9
&#151; Non-Employee Director Awards</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Board may provide that all or a portion of a Non-Employee Director&#146;s annual retainer and/or
meeting fees, or other forms of compensation, be payable (either automatically or at the election
of a Non-Employee Director) in the form of Options, SARs, Restricted Stock or Restricted Stock
Units. The Board shall determine the terms and conditions of any such Awards, including the terms
and conditions which shall apply upon a termination of the Non-Employee Director&#146;s service as a
member of the Board, and shall have full power and authority in its discretion to administer such
Awards, subject to the terms of the Plan and applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;10
&#151; Provisions Applicable to Covered Officers and Performance-Based Awards</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding anything in the Plan to the contrary, unless the Committee determines otherwise,
all performance-based Restricted Stock Awards, Restricted Stock Unit Awards or Performance Awards
shall be subject to the terms and provisions of this Section&nbsp;10.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards to Covered Officers
shall vest or become exercisable upon the attainment of performance targets related to one or more
performance goals selected by the Committee from among the goals specified below. For the purposes
of this Section&nbsp;10, performance goals shall be limited to one or a combination of the following
Employer, operating unit, division, line of business, department, team or business unit financial
performance measures: stock price; dividends; total shareholder return; earnings per share;
price/earnings ratio; market capitalization; book value; revenues; expenses; loans; deposits;
non-interest income; net interest income; fee income; operating income before or after taxes; net
income before or after taxes; net income before securities transactions; net or operating income
excluding non-recurring charges; return on assets; return on equity; return on capital; cash flow;
credit quality; service quality; market share; customer retention; efficiency ratio; strategic
business objectives, consisting of one or more objectives based on meeting specified cost targets,
business expansion goals and goals relating to acquisitions or divestitures; and, except in the
case of a Covered Officer, any other performance criteria established by the Committee. Each goal
may be expressed on an absolute and/or relative basis, may be based on or otherwise employ
comparisons based on internal targets, the past performance of the Company (consolidated or
unconsolidated) and/or the past or current performance of other companies, the performance of other
companies over one or more years or an index of the performance of other companies, markets or
economic metrics over one or more years, and in the case of earnings-based measures, may use or
employ comparisons relating to capital, shareholders&#146; equity and/or Shares outstanding, or to
assets or net assets.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The maximum annual number of Shares in respect of which all performance-based Restricted Stock
Awards, Restricted Stock Unit Awards and Performance Awards may be granted to a Participant under
the Plan is 100,000 and the maximum annual amount of any Awards settled in cash to a Participant
under the Plan is $4,000,000.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To the extent necessary to comply with Section&nbsp;162(m), with respect to performance-based Restricted
Stock Awards, Restricted Stock Unit Awards and Performance Awards, no later than 90&nbsp;days following</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the commencement of each performance period (or such other time as may be required or permitted by
Section&nbsp;162(m)), the Committee shall, in writing, (1)&nbsp;select the performance goal or goals
applicable to the performance period, (2)&nbsp;establish the various targets and bonus amounts which may
be earned for such performance period, and (3)&nbsp;specify the relationship between performance goals
and targets and the amounts to be earned by each Covered Officer for such performance period.
Following the completion of each performance period, the Committee shall certify in writing whether
the applicable performance targets have been achieved and the amounts, if any, payable to Covered
Officers for such performance period. In determining the amount earned by a Covered Officer for a
given performance period, subject to any applicable Award Agreement, the Committee shall have the
right to reduce (but not increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the assessment of individual or
corporate performance for the performance period.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;11
&#151; Termination of Employment</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Committee shall have the full power and authority to determine the terms and conditions that
shall apply to any Award upon a Termination of Employment and shall provide such terms in the Award
Agreement. Notwithstanding the foregoing and subject to the limitation contained in the last
sentence of Section 6(c) hereof, upon the Termination of Employment as a result of a Workforce
Reduction of an Employee who has received an Award of Options, such Options shall expire on the
date specified by the Committee at the time of the Termination of Employment, not to exceed five
(5)&nbsp;years after the date of such Termination of Employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;12
&#151; Change in Control</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Upon a Change in Control, all outstanding Awards granted prior to January&nbsp;16, 2007 shall vest,
become immediately exercisable or payable or have all restrictions lifted, as the case may be. Upon
a Qualifying Termination following a Change in Control, all outstanding Awards granted on and
following January&nbsp;16, 2007 shall vest, become immediately exercisable or payable or have all
restrictions lifted, as the case may be. In addition, an Award Agreement or an individual agreement
between the Participant and the Company may provide for additional benefits to the Participant upon
a Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;13
&#151; Compliance with Section&nbsp;409A of the Code</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The foregoing definitions of &#147;Change in Control&#148; and &#147;Qualifying Termination&#148; shall not be changed
or modified by this Section&nbsp;13 to the extent that such definitions apply to an Exempt Award, and
such definitions shall not be changed or modified by this Section&nbsp;13 to the extent relevant to
vesting of a Deferred Compensation Award, rather than payment of a Deferred Compensation Award, and
compliance with Section&nbsp;409A of such definitions is not otherwise required. In all other cases,
&#147;Change in Control&#148; shall have the meaning set forth in Section&nbsp;13(B), and a Qualifying Termination
shall not constitute a Qualifying Termination unless such event also constitutes a separation from
service as provided in Section&nbsp;13(C).</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Change in Control&#148; means the occurrence with respect to the Company of any of the following
events: (i)&nbsp;a change in the ownership of the Company; (ii)&nbsp;a change in the effective control of
the Company; (iii)&nbsp;a change in the ownership of a substantial portion of the assets of the Company.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For purposes of this Section, a change in the ownership of the Company occurs on the date on which
any one person, or more than one person acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or group constitutes more than 50% of the
total fair market value or total voting power of the stock of the Company. A change in the
effective control of the Company occurs on the date on which either (i)&nbsp;a person, or more than one
person acting as a group, acquires ownership of stock of the Company possessing 30% or more of the
total voting power of the stock of the Company, taking into account all such stock acquired during
the 12-month period ending on the date of the most recent acquisition, or (ii)&nbsp;a majority of the
members of the Company&#146;s Board of Directors is
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">replaced during any 12-month period by directors whose appointment or election is not endorsed by a
majority of the members of such Board of Directors prior to the date of the appointment or
election. A change in the ownership of a substantial portion of assets occurs on the date on which
any one person, or more than one person acting as a group, other than a person or group of persons
that is related to the Company, acquires assets from the Company that have a total gross fair
market value equal to or more than 40% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or acquisitions, taking into account all such
assets acquired during the 12-month period ending on the date of the most recent acquisition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">An event constitutes a Change in Control with respect to a Participant only if the Participant
performs services for the Company, or the Participant&#146;s relationship to the Company otherwise
satisfies the requirements of Treasury Regulation&nbsp;Section&nbsp;1.409A-3(i)(5)(ii).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The determination as to the occurrence of a Change in Control shall be based on objective facts and
in accordance with the requirements of Section&nbsp;409A of the Code.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Whether a separation from service has occurred shall be determined in accordance with Section&nbsp;409A
of the Code, and the following rules shall apply:</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(i)&nbsp;Except in the case of a Participant on a bona fide leave of absence as provided below, a
Participant is deemed to have incurred a separation from service if the Company and the
Participant reasonably anticipate that the level of services to be performed by the
Participant after a date certain would be reduced to twenty percent (20%) or less of the
average services rendered by the Participant during the immediately preceding thirty-six
(36)&nbsp;month period disregarding periods during which the Participant was on a bona fide
leave of absence.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(ii)&nbsp;A Participant who is absent from work due to military leave, sick leave or other bona
fide leave of absence shall incur a separation from service on the first day immediately
following the later of (a)&nbsp;the six-month anniversary of the commencement of the leave or
(b)&nbsp;the expiration of the Participant&#146;s right, if any, to reemployment or to return to work
under statute or contract.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iii)&nbsp;For purposes of determine whether a separation from service has occurred, the Company and
its affiliates shall be treated as a single employer. For this purpose, an affiliate means
a corporation, trade or business that, together with the Company, is treated as a single
employer under Section 414(b) or (c)&nbsp;of the Code, except that for the foregoing purposes,
common ownership of at least fifty percent (50%) shall be determinative.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iv)&nbsp;The Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a separation from
service with respect to a Participant providing services to the seller immediately prior to
the transaction and providing services to the buyer after the transaction. Such
determination shall be made in accordance with the requirements of Section&nbsp;409A of the
Code.</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Notwithstanding any provision of the Plan to the contrary, with respect to a Deferred Compensation
Award to a Participant who is a Specified Employee as of the date such Participant incurs a
separation from service (as provided in Section&nbsp;13(C)), payment shall be made no earlier than the
first day of the seventh month following the month in which such separation from service occurs.
On such date, the Participant shall receive all payments that would have been made on or before
such date but for the provisions of this section, and the terms of this section shall not affect
the timing or amount of any payment to be made after such date under other provisions of the Plan,
this Amendment or the Award.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(E)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The provisions of this Section&nbsp;13 shall apply only to Awards made after October&nbsp;16, 2007.</TD>
</TR>
</TABLE>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;14
&#151; Amendment, Suspension and Termination</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination, Suspension or Amendment of the Plan</U>. The Board may amend, alter, modify,
suspend, discontinue, or terminate the Plan or any portion thereof at any time, except that the
Board shall not amend the Plan in violation of law. No such amendment, alteration, modification,
suspension, discontinuation or termination shall materially and adversely affect any right acquired
by any Participant or beneficiary of a Participant under the terms of an Award granted before the
date of such amendment, alteration, modification, suspension, discontinuation or termination,
unless such Participant or beneficiary shall consent.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination, Suspension or Amendment of Awards</U>. Subject to the restrictions of Section
6(B) hereof, the Committee may waive any conditions or rights under, amend any terms of, or modify,
alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, modification, alteration, suspension,
discontinuance, cancellation or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant, holder, or beneficiary;
provided, however, that it shall be conclusively presumed that any adjustment for changes in
capitalization as provided in Section&nbsp;4 hereof does not materially and adversely affect any such
rights.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events</U>. The
Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section&nbsp;4(B) hereof) affecting the Company, any Subsidiary, or
the financial statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee is required to make such adjustments
pursuant to section 4(B) hereof or whenever the Board, in its sole discretion, determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that, with respect to
Awards intended to comply with Section&nbsp;162(m), no such adjustment shall be authorized to the extent
that such authority would be inconsistent with having either the Plan or any Awards granted
hereunder meeting the requirements of Section&nbsp;162(m).</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;15
&#151; General Provisions</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Dividend Equivalents</U>. In the sole and complete discretion of the Committee, an Award
(other than an Option) may provide the Participant with dividends or dividend equivalents, payable
in cash, Shares, other securities or other property on a current or deferred basis. All dividend
or dividend equivalents which are not paid currently may, at the Committee&#146;s discretion, accrue
interest, be reinvested into additional Shares, or in the case of dividends or dividend equivalents
credited in connection with Performance Awards, be credited as additional Performance Awards and
paid to the Participant if and when, and to the extent that, payment is made pursuant to such
Award. The total number of Shares available for Awards under Section&nbsp;4 hereof shall not be reduced
to reflect any dividends or dividend equivalents that are reinvested into additional Shares or
credited as Performance Awards.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Rights to Awards</U>. No Person shall have any claim to be granted any Award, and there is
no obligation for uniformity of treatment of Employees, Non-Employee Directors, Regional Board
Members or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Share Certificates</U>. All certificates for Shares or other securities of the Company or any
Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof shall be subject
to such stop transfer orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which
such Shares or other</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>securities are then listed, and any applicable federal, state or foreign laws, and the Committee
may cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Withholding</U>. A Participant may be required to pay to an Employer, and each Employer shall
have the right and is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount owing to a
Participant, the amount (in cash, Shares, other securities, other Awards or other property) of any
applicable withholding or other taxes in respect of an Award, its exercise, or any payment or
transfer under an Award or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(E)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Award Agreements</U>. Each Award hereunder shall be evidenced by an Award Agreement that shall
specify the terms and conditions of the Award and any rules applicable thereto. An Award shall be
effective only upon delivery to a Participant, either electronically or by paper means, of an Award
Agreement. In the event of a conflict between the terms of the Plan and any Award Agreement, the
terms of the Plan shall prevail.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(F)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Limit on Other Compensation Arrangements</U>. Nothing contained in the Plan shall prevent
the Company or any Subsidiary from adopting or continuing in effect other compensation
arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Shares
and other types of Awards provided for hereunder.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(G)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Right to Employment</U>. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of any Employer. Further, an Employer may at
any time dismiss a Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(H)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Rights as Shareholder</U>. Subject to the provisions of the applicable Award, no
Participant or holder or beneficiary of any Award shall have any rights as a shareholder with
respect to any Shares to be distributed under the Plan until such Shares are issued to such
Participant, holder or beneficiary and shall not be entitled to any dividend or distribution the
record date of which is prior to the date of such issuance.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(I)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Governing Law</U>. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan and any Award Agreement shall be determined in accordance with the
laws of the State of Tennessee without giving effect to the conflict of law principles thereof.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(J)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Severability</U>. If any provision of the Plan or any Award is, or becomes, or is deemed to
be, invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award and the remainder of the Plan and any such Award shall remain in full force and effect.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(K)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Other Laws</U>. The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines that the issuance or
transfer of such Shares or such other consideration might violate any applicable law or regulation
(including applicable non-U.S. laws or regulations) or entitle the Company to recover the same
under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant,
other holder or beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder, or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance with</TD>
</TR>
</TABLE>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all applicable requirements of the U.S. federal or non-U.S. securities laws and any other laws to
which such offer, if made, would be subject.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(L)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Trust or Fund Created</U>. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company or any
Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any Subsidiary.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(M)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Fractional Shares</U>. No fractional Shares shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(N)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Headings</U>. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(O)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Binding Effect</U>. The terms of the Plan shall be binding upon the Company and its successors
and assigns and the Participants and their legal representatives, and shall bind any successor of
the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the
same manner and to the same extent that the Company would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a successor would not by the
foregoing provision or by operation of law be bound by this Plan, the Company shall require such
successor expressly and unconditionally to assume and agree to perform the Company&#146;s obligations
hereunder, in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(P)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Third Party Beneficiaries</U>. Except as expressly provided herein or therein, neither the
Plan nor any Award Agreement shall confer on any person other than the Company and the grantee of
any Award any rights or remedies hereunder or thereunder. The exculpation and indemnification
provisions of Section&nbsp;3(E) shall inure to the benefit of a Covered Person&#146;s estate and
beneficiaries and legatees.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(Q)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Additional Transfer Restrictions</U>. No transfer or an Award by a grantee by will or by laws
of descent and distribution shall be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the transfer.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(R)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Notwithstanding any provision of the Plan to the contrary, specifically including, but not limited
to, Section&nbsp;3(A)(v), (vii), (ix)&nbsp;and (x)&nbsp;and Section&nbsp;14, with respect to any Deferred Compensation
Award:</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(i)&nbsp;Neither the Company nor the Committee may accelerate the time or form of payment of any benefit
due to the Participant hereunder unless such acceleration is permitted under Treas. Reg.
&#167;1.409A-3(j)(4); and</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(ii)&nbsp;Neither the Company nor the Committee may delay the time for payment of any benefit due to the
Participant hereunder except to the extent permitted under Treas. Reg. &#167;1.409A-2(b)(7).</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The provisions of this Subsection (R)&nbsp;shall apply only to Awards made after October&nbsp;16, 2007.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(S)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All references herein to Treasury Regulation &#167;1.409A-1(b)(4) shall be to such regulation as amended
from time to time or to any successor provision. The foregoing provisions of this Plan as amended
are intended to cause the Plan to conform with the requirements of a plan providing only for
short-term deferrals as provided in Treasury Regulation &#167;1.409A-1(b)(4), and the provisions of this
Plan as amended shall be construed in accordance with that intention. If any provision of this
Plan shall be inconsistent or in conflict with any applicable requirements for a short-term
deferral plan, then such requirement shall be</TD>
</TR>
</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>deemed to override and supersede the inconsistent or conflicting provision. Any required provision
of a short-term deferral plan that is omitted from this Plan shall be incorporated herein by
reference and shall apply retroactively, if necessary, and be deemed to be a part of this Plan to
the same extent as though expressly set forth herein. The Company will bear no responsibility for
any determination by any other person or persons that the terms, arrangements or administration of
the Plan has given rise to any tax liability under Section&nbsp;409A of the Code. The provisions of this
Subsection (S)&nbsp;shall apply only to Awards made after October&nbsp;16, 2007.</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(T)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Forfeiture and Reimbursement in the Context of a Restatement</U>.</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(i)&nbsp;In the event of a material restatement of the Company&#146;s financial statements and to the
extent permitted by governing law, the Company reserves the right (and in certain cases may
have the legal duty) to cause or seek the forfeiture of all or any portion of any
Performance Award held by any Participant, and/or the reimbursement by any Participant to
the Company of all or any portion of any Performance Award paid (as defined in paragraph
(ii)&nbsp;below) to the Participant, for any Performance Award having any performance period
beginning on or after January&nbsp;1, 2008 where:</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the amount or payment of the Performance Award was predicated upon the
achievement of financial results of the Company (including any financial reporting
segment or unit) or any Subsidiary that were subsequently the subject of a material
restatement; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Board or the Committee concludes in good faith that the Participant
engaged in fraud or intentional misconduct that was a material cause of the need for
the restatement; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a lower payment or no payment would have been made to the Participant
based directly or indirectly upon the restated financial results.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(ii)&nbsp;For the purposes of this Section a Performance Award is &#147;paid&#148; when, among other things,
any one or more of the following occur: the Award results in a cash payment to or for the
benefit of the Participant; the Award results in shares issued or delivered to the
Participant; or the Award results in an increase in a deferral account of the Participant
or otherwise results in any credit for the account or benefit of the Participant. &#147;Payment&#148;
may occur, among other things, in connection with an exercise of the Award, the vesting of
the Award, the delivery of share certificates to the Participant, or the crediting of
shares to a Participant&#146;s deferral, brokerage, or other account. The amount &#147;paid&#148; is the
amount of dollars or shares or both that is so paid, issued, delivered, increased, or
credited. Shares and share units &#147;paid&#148; include all proceeds from those shares, including
any cash, stock, or stock unit dividends related to those shares or units, as well as shares or
share units from stock splits related to those shares or units. Any Performance
Award earned and deferred and any Performance Award payments that are earned and deferred
for any reason are subject to this Section as having been &#147;paid,&#148; along with all dividends,
dividend equivalents, interest, shares, and other amounts earned upon or that are proceeds
of the amount or shares deferred. However, if the Participant elects to invest deferred
amounts in a manner that results in a loss, the Participant nevertheless may be required to
reimburse to the Company the full amount of the Performance Award (measured in dollars or
shares, as applicable at the time originally earned) if the conditions of this Section are
met.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iii)&nbsp;For the purposes of this Section, all amounts paid shall be calculated on a gross basis
regardless of the net amount remitted to the Participant. For example, if a Participant&#146;s
Performance Award pays $1,000 gross and, after withholding for taxes and all other reasons,
$750 net is remitted directly to the Participant in cash, then under this Section the
Company may seek</DIV>


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</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 10%">reimbursement of all or any portion of the $1,000 gross amount, provided that the
conditions set forth above are met.
</DIV>

<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(iv)&nbsp;For purposes of this Section, examples of lowering or eliminating a payment based on
restated financial results include, among other things: (a)&nbsp;the payment would have been
lower or eliminated directly by application of a performance goal based in whole or part on
a performance measure that incorporates or is adversely affected by the restated financial
results; and (b)&nbsp;the payment would have been lower or eliminated through the exercise of
discretion by the Committee if the Committee had known the restated financial results at
the time the discretion was exercised.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(v)&nbsp;Any of the Board, the Committee, the Chairman of the Committee, the Chairman of the Board,
or the Chief Executive Officer, acting singly based on any good faith suspicion that the
conditions of this Section above might be met, may halt and suspend payment of any
Performance Award (including payment of any amount deferred in connection with any
Performance Award and any earnings thereon or proceeds thereof) until the Board or
Committee has investigated, considered, and acted upon the matter hereunder. Any such
suspension shall be without interest owed to the Participant if it is later determined that
any payment should be made to the Participant after all.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(vi)&nbsp;All Performance Awards under this Plan having any performance period beginning on or after
January&nbsp;1, 2008 are granted and paid subject to the conditions, and the risk of later
reimbursement, imposed by this Section. No payment of any Performance Award, whether or not
following a suspension, shall operate to waive or diminish the Company&#146;s right to seek
reimbursement under this Section.</DIV>


<DIV align="left" style="margin-left: 10%; text-indent: -5%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(vii)&nbsp;If the Board acts under this Section, any member of the Board that is a Participant shall
recuse him- or herself from participating in the matter as a Board member.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION&nbsp;16
&#151; Term of the Plan</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Effective Date</U>. The Plan shall be effective as of the date it has been approved by the
Company&#146;s shareholders (the &#147;Effective Date&#148;).</TD>
</TR>
</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Expiration Date</U>. No new Awards shall be granted under the Plan after the tenth (10th)
anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the
Committee to amend, alter, modify, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall, continue after the authority for grant
of new Awards hereunder has been exhausted.</TD>
</TR>
</TABLE>
</DIV>


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