VIACOM INC
EXHIBIT 10(AA)(I)
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<TYPE>EX-10.(AA)(I)
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<FILENAME>a2105801zex-10_aai.htm
<DESCRIPTION>EXHIBIT 10(AA)(I)
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10(aa)(i)  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>INFINITY BROADCASTING CORPORATION<BR>
1998 LONG-TERM INCENTIVE PLAN<BR>
(As amended as of May&nbsp;3, 2000)  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE I<BR>
GENERAL  </B></FONT></P>

<P><FONT SIZE=2>1.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Purpose</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
purposes of the 1998 Long-Term Incentive Plan, as amended from time to time (the "Plan"), for key personnel of Infinity Broadcasting Corporation ("Corporation") and its subsidiaries
(the Corporation and its subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and
materially increase stockholder value by (i)&nbsp;attracting and retaining key personnel of outstanding ability, (ii)&nbsp;strengthening the Company's capability to develop, maintain and direct a
competent management team, (iii)&nbsp;motivating key personnel, by means of performance-related incentives, to achieve long-range performance goals, (iv)&nbsp;providing incentive
compensation opportunities competitive with those of other major companies and (v)&nbsp;enabling key personnel to participate in the long-term growth and financial success of the
Company. </FONT></P>

<P><FONT SIZE=2>1.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Administration</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Plan will be administered by a committee of the Board of Directors of the Corporation ("Committee") which will consist of two or more members. Each member will be a
"non-employee director," as that term is defined by Rule&nbsp;16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such rule may
be amended, or any successor rule, and an "outside director," as that term is defined by Section&nbsp;162(m) of the Internal Revenue Code of 1986, as amended. The members will be appointed by the
Board of Directors, and any vacancy on the Committee will be filled by the Board of Directors or in a manner authorized by the Board. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;Subject
to the limitations of the Plan, the Committee will have the sole and complete authority: (i)&nbsp;to select in accordance with Section&nbsp;1.3 persons who will
participate in the Plan ("Participant" or "Participants") (including the right to delegate authority to select as Participants persons who are not required to file reports with respect to securities
of the Company pursuant to Section&nbsp;16(a) of the Exchange Act ("Nonreporting Persons")); (ii)&nbsp;to make Awards and payments in such forms and amounts as it may determine (including the
right to delegate authority to make Awards to Nonreporting Persons within limits approved from time to time by the Committee), (iii)&nbsp;to impose such limitations, restrictions and conditions upon
such Awards as the Committee, or, with respect to Awards to Nonreporting Persons, the Committee's authorized delegates, deems appropriate; (iv)&nbsp;to interpret the Plan and the terms of any
document relating to the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan; (v)&nbsp;to amend or cancel an existing Award in whole
or in part (including the right to delegate authority to amend or cancel an existing Award to a Nonreporting Person in whole or in part within limits approved from time to time by the Committee),
except that the Committee and its authorized delegates may not, unless otherwise provided in the Plan, or unless the Participant affected thereby consents, take any action under this clause that would
adversely affect the rights of such Participant with respect to the Award, and except that the Committee and its authorized delegates may not, unless otherwise provided in the Plan, take any action to
amend any outstanding Option under the Plan in order to decrease the Option Price under such Option; and (vi)&nbsp;to make all other determinations and to take all other actions necessary or
advisable for the interpretation, implementation and administration of the Plan. The Committee's determinations on matters within its authority will be conclusive and binding upon the Company and all
other persons. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;The
Committee will act with respect to the Plan on behalf of the Corporation and on behalf of any subsidiary issuing stock under the Plan, subject to appropriate action by the board
of directors of </FONT></P>

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any such subsidiary. All expenses associated with the Plan will be borne by the Corporation subject to such allocation to its subsidiaries and operating units as it deems appropriate. </FONT></P>

<P><FONT SIZE=2>1.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Selection for Participation</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>Participants
selected by the Committee (or its authorized delegates) must be Eligible Persons, as defined below. "Eligible Persons" are key persons who are officers or salaried employees of the
Company or its parent or their subsidiaries. Eligible Persons will also include independent contractors of the Company as to an Award if the person is an independent contractor at the time the Award
is granted. In making this selection and in determining the form and amount of Awards, the Committee may give consideration to the functions and responsibilities of the Eligible Person, his or her
past, present and potential contributions to the Company and such other factors as the Committee deems relevant. </FONT></P>

<P><FONT SIZE=2>1.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Types of Awards under Plan</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>Awards
("Awards") under the Plan may be in the form of any one or more of the following: (i)&nbsp;Incentive Stock Options ("ISOs") and Non-statutory Stock options ("NSOs") (Incentive
Stock Options and Non-statutory Stock Options severally and collectively referred to in the Plan as "Options"), as described in Article&nbsp;II; (ii)&nbsp;Stock Appreciation Rights
("SARs") and Participant Limited Stock Appreciation Rights ("Participant Limited Rights"), as described in Article&nbsp;II; (iii)&nbsp;Performance Awards ("Performance Awards") as described in
Article&nbsp;IV; and (iv)&nbsp;Restricted Stock ("Restricted Stock") and Restricted Units ("Restricted Units"), each as described in Article&nbsp;V. </FONT></P>

<P><FONT SIZE=2>1.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Shares Subject to the Plan</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;Shares
of stock issued under the Plan may be in whole or in part authorized and unissued or treasury shares of the Corporation's Class&nbsp;A Common Stock, par value $0.01 per share
("Common Stock"), or "Formula Value Stock" as defined in Section&nbsp;8.12(d) (Common Stock and Formula Value Stock severally and collectively referred to in the Plan as "Stock"). </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
maximum number of shares of Stock which may be issued for all purposes under the Plan (including but not limited to shares issued pursuant to the exercise of ISOs) will be
25,000,000, increased on January&nbsp;1 of each calendar year from and including January&nbsp;1, 2001 by 10,000,000 shares. The maximum number of such shares subject to options to purchase Stock,
SARs and Participant Limited Rights under the Plan awarded to any one Participant in any one calendar year may not exceed 3,500,000 shares plus unused share amounts that could have been awarded to
that Participant in previous calendar years. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;Except
as otherwise provided below, any shares of Stock subject to an Option or other Award which is canceled or terminates without any shares having been issued pursuant thereto
having been exercised will again be available for Awards under the Plan. Shares subject to an Option canceled upon the exercise of an SAR will not again be available for Awards under the Plan except
to the extent the SAR is settled in cash. To the extent that an Award is settled in cash, shares of Stock subject to that Award will again be available for Awards. Shares of Stock tendered by a
Participant or withheld by the Company to pay the exercise price of an Option or to satisfy the tax withholding obligations of the
exercise or vesting of an Award will be available again for Awards under the Plan. Shares of Restricted Stock forfeited to the Company in accordance with the Plan and the terms of the particular Award
will be available again for Awards under the Plan. </FONT></P>

<P><FONT SIZE=2>(d)&nbsp;&nbsp;No
fractional shares will be issued, and the Committee will determine the manner in which fractional share value will be treated. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE II<BR>
STOCK OPTIONS  </B></FONT></P>

<P><FONT SIZE=2>2.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Award of Stock Options</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Committee may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Committee may prescribe, award to any Participant ISOs and NSOs
to purchase Stock. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
Committee may provide with respect to any option to purchase Stock that, if the Participant, while an Eligible Person, exercises the option in whole or in part using already-owned
Stock, the Participant will, subject to this Section&nbsp;2.1 and such other terms and conditions as may be imposed by the Committee, receive an additional option ("Reload Option"). The Reload
Option will be to purchase, at Fair Market Value as of the date the original option was exercised, a number of shares of Stock equal to the number of whole shares used by the Participant to exercise
the original option. The Reload Option will be exercisable only between the date of its grant and the date of expiration of the original option. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;A
Reload Option will be subject to such additional terms and conditions as the Committee may approve, which terms may provide that the Committee may cancel the Participant's right to
receive the Reload Option and that the Reload Option will be granted only if the Committee has not canceled such right prior to the exercise of the original option. Such terms may also provide that,
upon the exercise by a Participant of a Reload Option while an Eligible Person, an additional Reload Option will be granted with respect to the number of whole shares used to exercise the first Reload
Option. </FONT></P>

<P><FONT SIZE=2>2.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Stock Option Agreements</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
award of an option will be evidenced by a written agreement ("Stock Option Agreement") in such form and containing such terms and conditions as the Committee may from time to time determine. The
Committee may also at any time and from time to time provide for the deferral of delivery of any shares for which the option may be exercisable until a specified date or dates and subject to terms and
conditions determined by the Committee. </FONT></P>

<P><FONT SIZE=2>2.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Option Price</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
purchase price of Stock under each Option ("Option Price") will not be less than the Fair Market Value of such Stock on the date the Option is awarded. </FONT></P>

<P><FONT SIZE=2>2.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Exercise and Term of Options</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;Except
as otherwise provided in the Plan, Options will become exercisable at such time or times as the Committee may specify. The Committee may at any time and from time to time
accelerate the time at which all or any part of the Option may be exercised. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
Committee will establish procedures governing the exercise of options and will require that notice of exercise be given. Stock purchased on exercise of an option must be paid for
as follows: (1)&nbsp;in cash or by check (acceptable to the Company in accordance with guidelines established for this purpose), bank draft or money order payable to the order of the Company or
(2)&nbsp;if so provided by the Committee (not later than the time of grant, in the case of an ISO) (i)&nbsp;through the delivery of shares of Stock which are then outstanding and which have a Fair
Market Value on the date of exercise equal to the exercise price, (ii)&nbsp;by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or (iii)&nbsp;by any combination of the permissible forms of payment. </FONT></P>

<P><FONT SIZE=2>2.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Eligibility</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>Unless
the Committee provides otherwise: (a)&nbsp;in the event the Participant is no longer an Eligible Person and ceased to be such as a result of termination of service to the Company with the
consent of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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the Committee or as a result of his or her death, retirement or disability, each of his or her outstanding Options (whether held by the Participant or, if the Option is an NSO that has been
transferred to a Permissible Transferee (as defined in Section&nbsp;8.12) in accordance with Section&nbsp;8.1, by that Permissible Transferee) will be exercisable by the Participant (or his or her
legal representative or
designated beneficiary) or Permissible Transferee, as the case may be, to the extent that such Option was then exercisable, at any time prior to an expiration date established by the Committee at the
time of award, but in no event after such expiration date; and (b)&nbsp;if the Participant ceases to be an Eligible Person for any other reason, all of the Participant's then outstanding Options
(whether held by the Participant or, if the Option is an NSO that has been transferred to a Permissible Transferee in accordance with Section&nbsp;8.1, by that Permissible Transferee) will terminate
immediately. </FONT></P>

<P><FONT SIZE=2>2.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Company Limited Rights</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;If
so provided in the Stock Option Agreement, as it may be amended from time to time, in the event of a Change in Control (as defined in Article&nbsp;VII of the Plan), the Company
will have the right to cancel any portion of the Option (whether vested or nonvested) that remains unexercised on the date the Company exercises its Company Limited Right pursuant to this
Section&nbsp;2.6 (or the entire Option if no part of the Option has yet been exercised) in exchange for a payment in cash of an amount equal to the number of shares of Common Stock as to which the
Option remains unexercised at the time the Company exercises such right multiplied by the excess of (a)&nbsp;the higher of (x)&nbsp;the Minimum Price Per Share (as defined below), or
(y)&nbsp;the highest reported closing sale price of a share of the Common Stock on the New York Stock Exchange at any time during the period beginning on the sixtieth (60<SUP>th</SUP>) day prior
to the date on which the Company exercises such right and ending on the date on which the Company exercises such right, over (b)&nbsp;the Option Price per share. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;For
purposes of this Section&nbsp;2.6, unless otherwise provided in the relevant Stock Option Agreement, the term "Minimum Price Per Share" will mean the highest gross price (before
brokerage commissions and soliciting dealers' fees) paid or to be paid for a share of Common Stock (whether by way of exchange, conversion, distribution upon liquidation or otherwise) in any Change in
Control which is in effect at any time during the period beginning on the sixtieth (60<SUP>th</SUP>) day prior to the date on which the Company exercises such right and ending on the date on which
the Company exercises such right. For purposes of this definition, if the consideration paid or to be paid in any such Change in Control consists, in whole or in part, of consideration other than
cash, then the Board will take such action as in its judgment it deems appropriate to establish the cash value of such consideration. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;The
Company's right to cancel an Option pursuant to Section&nbsp;2.6 may be exercised at any time until the end of the thirtieth (30th) day following the occurrence of the Change in
Control. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE III<BR>
STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS  </B></FONT></P>

<P><FONT SIZE=2>3.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Award of Stock Appreciation Right</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;An
SAR is an Award entitling the recipient on exercise to receive an amount, in cash or Stock or a combination thereof (such form to be determined by the Committee), determined in
whole or in part by reference to appreciation in Stock value. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;In
general, an SAR entitles the Participant to receive, with respect to each share of Stock as to which the SAR is exercised, the excess of the share's Fair Market Value on the date
of exercise over its Fair Market Value on the date the SAR was granted. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;SARs
may be granted in tandem with options granted under the Plan ("Tandem SARS") or independently of Options ("Independent SARs"). An SAR granted in tandem with an NSO may be granted
either at or after the time the Option is granted. An SAR granted in tandem with an ISO may be granted only at the time the Option is granted. </FONT></P>

<P><FONT SIZE=2>(d)&nbsp;&nbsp;SARs
awarded under the Plan will be evidenced by either a Stock Option Agreement (when SARs are granted in tandem with an Option) or a separate written agreement between the Company
and the Participant in such form and containing such terms and conditions as the Committee may from time to time determine. </FONT></P>

<P><FONT SIZE=2>(e)&nbsp;&nbsp;Except
as otherwise provided herein, a Tandem SAR will be exercisable only at the same time and to the same extent and subject to the same conditions as the Option related thereto is
exercisable, and the Committee may prescribe additional conditions and limitations on the exercise of the SAR. The exercise of a Tandem SAR will cancel the related Option. Tandem SARs may be exercised
only when the Fair Market Value of Stock to which it relates exceeds the Option Price. </FONT></P>

<P><FONT SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise provided herein, an Independent SAR will become exercisable at such time or times, and on such conditions, as the Committee may specify, and the Committee may at
any time accelerate the time at which all or any part of the SAR may be exercised. </FONT></P>

<UL>
<UL>

<P><FONT SIZE=2>The
Committee may provide, under such terms and conditions as it may deem appropriate, for the automatic grant of additional SARs upon the full or partial exercise of an Independent SAR. </FONT></P>

<P><FONT SIZE=2>Any
exercise of an Independent SAR must be in writing, signed by the proper person and delivered or mailed to the Company, accompanied by any other documents required by the Committee. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>(g)&nbsp;&nbsp;Except
as otherwise provided herein, all SARs will automatically be exercised on the last trading day prior to the expiration date established by the Committee at the time of the
award for the SAR, or, in the case of a Tandem SAR, for the related Option, so long as exercise on such date will result in a payment to the Participant. </FONT></P>

<P><FONT SIZE=2>(h)&nbsp;&nbsp;Unless
otherwise provided by the Committee, no SAR will become exercisable or will be automatically exercised for six months following the date on which it was granted or the
effective date of the Plan, whichever is later. </FONT></P>

<P><FONT SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;At
the time of award of an SAR, the Committee may limit the amount of the payment that may be made to a Participant upon the exercise of the SAR. The Committee may further determine
that, if the amount to be received by a Participant in any year is limited pursuant to this provision, payment of all or a portion of the amount that is unpaid as a result of the limitation may be
made to the Participant at a subsequent time. No such limitation will require a Participant to return to the Company any amount theretofore received by him or her upon the exercise of an SAR. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>(j)&nbsp;&nbsp;&nbsp;&nbsp;Payment
of the amount to which a Participant is entitled upon the exercise of an SAR will be made in cash, Stock, or partly in cash and partly in Stock, as the Committee may
determine. To the extent that payment is made in Stock, the shares will be valued at their Fair Market Value on the date of exercise of the SAR. The Committee may also at any time and from time to
time provide for the deferral of delivery of any shares and/or cash for which the SAR may be exercisable until a specified date or dates and subject to terms and conditions determined by the
Committee. </FONT></P>

<P><FONT SIZE=2>(k)&nbsp;&nbsp;Unless
otherwise determined by the Committee, each SAR will expire on the first to occur of the following: (i)&nbsp;the expiration date set by the Committee at the time of an award
of an SAR, (ii)&nbsp;in the case of a Tandem SAR, termination of the related option, (iii)&nbsp;expiration of a period of six months after the Participant's ceasing to be an Eligible Person as a
result of termination of service to the Company with the consent of the Committee or as a result of his or her death, retirement or disability, or (iv)&nbsp;the Participant ceasing to be an Eligible
Person for any other reason. </FONT></P>

<P><FONT SIZE=2>3.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Participant Limited Rights</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Committee may award Participant Limited Rights pursuant to the provisions of this Section&nbsp;3.2 to the holder of an Option to purchase Common Stock granted under the Plan (a
"Related Option") with respect to all or a portion of the shares subject to the Related Option. A Participant Limited Right may be exercised only during the period beginning on the first day following
a Change in Control, as defined in Article&nbsp;VII of the Plan, and ending on the thirtieth day following such date. Each Participant Limited Right will be exercisable only to the same extent that
the Related Option is exercisable, and in no event after the termination of the Related Option. Participant Limited Rights will be exercisable only when the Fair Market Value (determined as of the
date of exercise of the Participant Limited Rights) of each share of Common Stock with respect to which the Participant Limited Rights are to be exercised exceeds the Option Price per share of Common
Stock subject to the Related option. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;Upon
the exercise of Participant Limited Rights, the Related Option will be considered to have been exercised to the extent of the number of shares of Common Stock with respect to
which such Participant Limited Rights are exercised. Upon the exercise or termination of the Related Option, the Participant Limited Rights with respect to such Related Option will be considered to
have been exercised or terminated to the extent of the number of shares of Common Stock with respect to which the Related Option was so exercised or terminated. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;The
effective date of the grant of a Participant Limited Right will be the date on which the Committee approves the grant of such Participant Limited Right. Each grantee of a
Participant Limited Right will be notified promptly of the grant of the Participant Limited Right in such manner as the Committee prescribes. </FONT></P>

<P><FONT SIZE=2>(d)&nbsp;&nbsp;Upon
the exercise of Participant Limited Rights, the holder thereof will receive in cash an amount equal to the product computed by multiplying (i)&nbsp;the excess of (a)&nbsp;the
higher of (x)&nbsp;the Minimum Price Per Share (as hereinafter defined), or (y)&nbsp;the highest reported closing sales price of a share of Common Stock on the New York Stock Exchange at any time
during the period beginning on the sixtieth day prior to the date on which such Participant Limited Rights are exercised and ending on the date on which such Participant Limited Rights are exercised,
over (b)&nbsp;the Option Price per share of Common Stock subject to the Related Option, by (ii)&nbsp;the number of shares of Common Stock with respect to which such Participant Limited Rights are
being exercised. </FONT></P>

<P><FONT SIZE=2>(e)&nbsp;&nbsp;For
purposes of this Section&nbsp;3.2, the term "Minimum Price Per Share" will mean the highest gross price (before brokerage commissions and soliciting dealers' fees) paid or to be
paid for a share of Common Stock (whether by way of exchange, conversion, distribution upon liquidation or otherwise) in any Change in Control which is in effect at any time during the period
beginning on the sixtieth day prior to the date on which such Participant Limited Rights are exercised and ending on the date on which such Participant Limited Rights are exercised. For purposes of
this definition, if the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>
consideration paid or to be paid in any such Change in Control will consist, in whole or in part, of consideration other than cash, the Board will take such action, as in its judgment it deems
appropriate, to establish the cash value of such consideration. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE IV<BR>
PERFORMANCE AWARDS  </B></FONT></P>

<P><FONT SIZE=2>4.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Nature of Performance Awards</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>A
Performance Award provides for the recipient to receive an amount in cash or Stock or a combination thereof (such form to be determined by the Committee) following the attainment of Performance
Goals. Performance Goals may be related to personal performance, corporate performance (including corporate stock performance), departmental performance or any other category of performance deemed by
the Committee to be important to the success of the Company or may be related to the occurrence of any triggering event or events that the Committee may deem appropriate. The Committee will determine
the Performance Goals, the period or periods during which performance is to be measured or otherwise determined and all other terms and conditions applicable to the Award. Regardless of the degree to
which Performance Goals are attained, a Performance Award will be paid only when, if and to the extent that the Committee determines to make such payment. </FONT></P>

<P><FONT SIZE=2>4.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Other Awards Subject to Performance Condition</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>The
Committee may, at the time any Award described in this Plan is granted, impose the condition (in addition to any conditions specified or authorized in the Plan) that Performance Goals be met prior
to the Participant's realization of any payment or benefit under the Award. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE V<BR>
RESTRICTED STOCK AND RESTRICTED UNITS  </B></FONT></P>

<P><FONT SIZE=2>5.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Awards of Restricted Stock and Restricted Units</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Committee may award to any Participant shares of Stock subject to this Article&nbsp;V and such other terms and conditions as the Committee may prescribe, such Stock referred to
herein as "Restricted Stock." Each certificate for Restricted Stock will be registered in the name of the Participant and deposited by him or her, together with a stock power endorsed in blank, with
the Corporation. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
Committee may also award to any Participant Restricted Units subject to this Article&nbsp;V and such other terms and conditions as the Committee may prescribe. For purposes
hereof, a "Restricted Unit" will mean any award of a contractual right granted under this Article&nbsp;V to receive Stock (or, at the discretion of the Committee, cash in an amount based on the Fair
Market Value of the Stock, or a combination of Stock and cash) which would become vested and nonforfeitable, in whole or in part, upon the completion of such period of service as may be determined by
the Committee. </FONT></P>

<P><FONT SIZE=2>5.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Restricted Stock/Restricted Unit Agreement</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>Awards
of Restricted Stock and Restricted Units under the Plan will be evidenced by a written agreement in such form and containing such terms and conditions as the Committee may determine. </FONT></P>

<P><FONT SIZE=2>5.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Restriction Period; Dividend Equivalents</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;At
the time of award of Restricted Stock or Restricted Units, there will be established for each Participant a "Restriction Period" of such length as the Committee determines. The
Restriction Period may be waived by the Committee. Shares of Restricted Stock and Restricted Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter
provided. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;Subject
to such restrictions on transfer, the Participant as owner of such shares of Restricted Stock will have the rights of the holder of such Restricted Stock, except that the
Committee may provide at </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>
the time of the Award that any dividends or other distributions paid with respect to such Stock during the Restriction Period will be accumulated and held by the Company and will be subject to the
same forfeiture provisions and the same restrictions on transfer as apply to the shares of Restricted Stock with respect to which they were paid. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;Upon
the expiration or waiver by the Committee of the Restriction Period and the satisfaction (as determined by the Committee) of any other conditions determined by the Committee,
restrictions applicable to the Restricted Stock or Restricted Units will lapse and the Corporation will, in the case of Restricted Stock, redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to Section&nbsp;5.1 free and clear of all restrictions except as may be imposed by law and, in the case of Restricted Units,
will pay out such units as provided in the Restricted Unit Agreement. </FONT></P>

<P><FONT SIZE=2>5.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Eligibility</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;Unless
otherwise determined by the Committee, in the event the Participant is no longer an Eligible Person and ceased to be such as a result of termination of service to the Company
with the consent of the Committee, or as a result of his or her death, retirement or disability, the restrictions imposed under this Article&nbsp;V will lapse with respect to such number of the
shares of Restricted Stock and with respect to such number of Restricted Units previously awarded to him or her as may be determined by the Committee. All other shares of Restricted Stock and
Restricted Units previously awarded to him or her which are still subject to restrictions, along with any dividends or other distributions thereon that have been accumulated and held by the Company,
will be forfeited, and in the case of Restricted Stock, the Corporation will have the right to complete the blank stock power. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;Unless
otherwise determined by the Committee, in the event the Participant ceases to be an Eligible Person for any other reason, all shares of Restricted Stock and all Restricted
Units previously awarded to him or her which are still subject to restrictions, along with any dividend or other distributions on Restricted Stock that have been accumulated and held by the Company,
will be forfeited, and, in the case of Restricted Stock, the Corporation will have the right to complete the blank stock power. </FONT></P>

<P><FONT SIZE=2>5.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Dividend Equivalents</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Committee will determine whether and to what extent, if any, to credit to the account of, or to pay currently to, each recipient of Restricted Units, an amount equal to any dividends or other
distributions paid during the Restriction Period with respect to the corresponding number of shares of Stock covered thereby ("Dividend Equivalent"). To the extent provided by the Committee at or
after the date of grant, any Dividend Equivalents with respect to cash dividends on the Stock credited to a Participant's account will be deemed to have been invested in shares of Stock on the record
date established for the related dividend and, accordingly, a number of additional Restricted Units shall be credited to such Participant's account equal to the greatest whole number which may be
obtained by dividing (x)&nbsp;the value of such Dividend Equivalent on the record date by (y)&nbsp;the Fair Market Value of a share of Stock on such date. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VI<BR>
DEFERRAL OF PAYMENTS  </B></FONT></P>

<P><FONT SIZE=2>6.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Deferral of Amounts</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;If
the Committee makes a determination to designate Awards or, from time to time, groups or types of Awards, eligible for deferral hereunder, a Participant may, subject to such terms
and conditions and within such limits as the Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to herein as "Deferred Amounts." The Committee may also permit amounts now or hereafter deferred or available </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P><FONT SIZE=2>
for deferral under any present or future incentive compensation program or deferral arrangement of the Company to be deemed Deferred Amounts and to become subject to the provisions of this Article.
Awards which are so deferred will be deemed to have been awarded in cash and the cash deferred as Deferred Amounts. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
period between the date on which the Participant's Deferred Amount would have been payable absent deferral and the final payment of such Deferred Amount will be referred to herein
as the "Deferral Period." </FONT></P>

<P><FONT SIZE=2>6.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Payment of Deferred Amounts</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>Payment
of Deferred Amounts will be made on such terms and conditions as the Committee may determine and will be made at such time or times, and may be in cash, Stock, or partly in cash and partly in
Stock, as the Committee in its sole discretion may from time to time determine. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VII<BR>
CHANGES IN CONTROL  </B></FONT></P>

<P><FONT SIZE=2>7.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effect of Change in Control</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>Upon
the occurrence of a change in control (a)&nbsp;as defined in the relevant agreement for an Award or (b)&nbsp;as may be determined by the Committee (each of (a)&nbsp;and (b)&nbsp;a "Change
of Control"), then notwithstanding any other provisions of the Plan: </FONT></P>

<P><FONT SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;if
so provided in the respective Stock Option Agreements, as they may be amended from time to time, Options and, subject to the exercise provisions of Section&nbsp;3.2(a) of the
Plan, Participant Limited Rights, but not SARs, outstanding and unexercised on the date of the Change in Control will become immediately exercisable; </FONT></P>

<P><FONT SIZE=2>(ii)&nbsp;&nbsp;if
so provided in the respective Stock Option Agreements, as they may be amended from time to time, Company Limited Rights will become immediately exercisable; </FONT></P>

<P><FONT SIZE=2>(iii)&nbsp;&nbsp;Performance
Awards will be deemed to have been earned if so determined by the Committee and may be paid on such basis as the Committee may prescribe. </FONT></P>


<P><FONT SIZE=2>(iv)&nbsp;&nbsp;Restricted
Stock and Restricted Units may be deemed to be earned and the Restriction Period may be deemed to be expired on such terms and conditions as the Committee may determine;
and </FONT></P>

<P><FONT SIZE=2>(v)&nbsp;&nbsp;amounts
deferred under this Plan may be paid on such terms as the Committee determines. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VIII<BR>
GENERAL PROVISIONS  </B></FONT></P>

<P><FONT SIZE=2>8.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Transferability</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>No
Option, Participant Limited Right, SAR, Performance Award, Restricted Unit or share of Restricted Stock or Deferred Amount under the Plan will be transferable other than by will, by the applicable
laws of descent and distribution, or, if permitted by the Company, by transfer to a properly designated beneficiary in the event of death; provided, however, that the Committee may, in its sole
discretion, permit the transfer of an NSO Option (including any Tandem SARs or Participant Limited Rights but not any right to receive a Reload Option upon exercise of the NSO Option) by a Participant
to a Permissible Transferee (as defined in Section&nbsp;8.12) subject to such terms and conditions as the Committee may, from time to time, determine. All Awards and Deferred Amounts will be
exercisable or received during the Participant's lifetime only by such Participant or his or her legal representative or, in the case of an NSO Option (including any Tandem SARs or Participant Limited
Rights) that has been transferred to a Permissible Transferee in accordance with this Section&nbsp;8.1, by that Permissible Transferee. Any transfer contrary to this Section&nbsp;8.1 will nullify
the option, Participant Limited Right, </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><FONT SIZE=2>
SAR, Performance Award, Restricted Unit or share of Restricted Stock, and any attempted transfer of a Deferred Amount contrary to this Section&nbsp;8.1 will be void and of no effect. </FONT></P>

<P><FONT SIZE=2>8.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Beneficiaries</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Committee may, but need not, establish or authorize the establishment of procedures not inconsistent with Section&nbsp;8.1 under which a Participant may designate a beneficiary or beneficiaries
to hold, exercise and/or receive amounts due under an Award or with respect to Deferred Amounts in the event of the Participant's death. </FONT></P>

<P><FONT SIZE=2>8.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Adjustments Upon Changes in Stock</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>If
there is any change in the Stock and/or the corporate structure of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split up, dividend in
kind or other change in the corporate structure or distribution to the stockholders, appropriate adjustments may be made by the Board of Directors of the Company (or if the Company is not the
surviving corporation in any such transaction, the board of directors of the surviving corporation) in the aggregate number and kind of shares subject to the Plan, and the number and kind of shares
and the price per share subject to outstanding Options or which may be issued under outstanding Performance Awards or Awards of Restricted Stock. Appropriate adjustments may also be made by the Board
of Directors or the Committee in the terms of any Awards under the Plan to reflect such changes and to modify any other terms of outstanding Awards, including modifications of performance targets and
changes in the length of Performance Periods. </FONT></P>

<P><FONT SIZE=2>8.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conditions of Awards</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;Unless
the Committee determines otherwise, either by waiving the condition(s) or by limiting or otherwise amending the condition(s) with respect to any specified Award or group of
Awards, the rights of a Participant with respect to any Award received under this Plan will be subject to the conditions that, until the Participant has fully received all payments, transfers and
other benefits under the Award, he or she will (i)&nbsp;not engage, either directly or indirectly, in any manner or capacity as advisor, principal, agent, partner, officer, director, employee,
member of any association or otherwise, in any business or activity which is at the time competitive with any business or activity conducted by the Company and (ii)&nbsp;be available, unless he or
she has died, at reasonable times for consultations at the request of the Company's management with respect to phases of the business with which he or she is or was actively connected during the time
he or she was an officer, employee or independent contractor, but such consultations will not (except in the case of a Participant whose active service was outside the United States) be required to be
performed at any place or places outside of the United States of America or during usual vacation periods or periods of illness or other incapacity. In the event that either of the above conditions is
applicable (or is applicable as modified by the Committee) and is not fulfilled, the Participant will forfeit all rights to any unexercised Option or SAR, or any Performance Award or Stock held which
has not yet been determined by the Committee to be payable or unrestricted (and any unpaid amounts equivalent to dividends or other distributions or amounts equivalent to interest relating thereto) as
of the date of the breach of condition. Any determination by the Board of Directors of the Corporation, which will act upon the recommendation of the Chief Executive Officer, that the Participant is,
or has, engaged in a competitive business or activity as aforesaid or has not been available for consultations as aforesaid or, if the Committee has modified such condition(s) with respect to the
Participant's Award, that the Participant has not complied with such condition(s) as modified by the Committee will be conclusive. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;This
Section&nbsp;8.4 will not apply to Participant Limited Rights. </FONT></P>


<P><FONT SIZE=2>8.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Use of Proceeds</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>All
cash proceeds from the exercise of Options will constitute general funds of the Company. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>8.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Tax Withholding</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Company will collect, through withholding or otherwise, an amount sufficient to satisfy any applicable statutory federal, state and local withholding tax requirements (the
"withholding requirements") with respect to payments made pursuant to the Plan. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;In
the case of an Award pursuant to which Stock may be delivered, the Committee will have the right to require that the Participant or other appropriate person remit to the Company an
amount sufficient to satisfy any applicable statutory withholding requirements, or make other arrangements satisfactory to the Committee with regard to such requirements, prior to the delivery of any
Stock. If and to the extent that such withholding is required, the Committee may permit the Participant or such other person to elect at such time and in such manner as the Committee provides to have
the Company hold back from the shares to be delivered, or to deliver to the Company, Stock having a value calculated to satisfy the statutory withholding requirement. In the alternative, the Committee
may, at the time of grant of any such Award, require that the Company withhold from any shares to be delivered Stock with a value calculated to satisfy any applicable statutory tax withholding
requirements. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;If
at the time an ISO is exercised the Committee determines that the Company could be liable for statutory withholding requirements with respect to a disposition of the Stock received
upon exercise, the Committee may require as a condition of exercise that the person exercising the ISO agree (i)&nbsp;to inform the Company promptly of any disposition of Stock received upon
exercise, and (ii)&nbsp;to give such security as the Committee deems adequate to meet the potential liability of the Company for the statutory withholding requirements and to augment such security
from time to time in any amount reasonably deemed necessary by the Committee to preserve the adequacy of such security. </FONT></P>

<P><FONT SIZE=2>8.7</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Uniform Determinations</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Committee's determinations under the Plan, including without limitation, (i)&nbsp;the determination of the Participants to receive Awards, (ii)&nbsp;the form, amount, timing and payment of
such Awards, (iii)&nbsp;the terms and provisions of such Awards and (iv)&nbsp;the agreements evidencing the same, need not be uniform and may be made by it selectively among Participants who
receive, or who are eligible to receive, Awards under the Plan, whether or not such Participants are similarly situated. </FONT></P>

<P><FONT SIZE=2>8.8</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Leaves of Absence; Transfers</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Committee will be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan with respect to any leave of absence from the Company granted to a Participant.
Without limiting the generality of the foregoing, the Committee will be entitled to determine (i)&nbsp;whether or not any such leave of absence will be treated as if the Participant ceased to be an
Eligible Person and (ii)&nbsp;the impact, if any, of any such leave of absence on Awards under the Plan. In the event a Participant transfers within the Company, such Participant will not be deemed
to have ceased to be an Eligible Person for purposes of the Plan. </FONT></P>

<P><FONT SIZE=2>8.9</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General Restriction</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;Each
Award under the Plan will be subject to the condition that, if at any time the Committee determines that (i)&nbsp;the listing, registration or qualification of shares of Stock
upon any securities exchange or under any state or federal law, (ii)&nbsp;the consent or approval of any government or regulatory body or (iii)&nbsp;an agreement by the Participant with respect
thereto, is necessary or desirable, then such Award will not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement has been effected or
obtained free from any conditions not acceptable to the Committee. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;Shares
of Common Stock for use under the provisions of this Plan will not be issued until they have been duly listed, upon official notice of issuance, upon the New York Stock
Exchange and such </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<P><FONT SIZE=2>
other exchanges, if any, as the Board of Directors of the Corporation determines, and a registration statement under the Securities Act of 1933 with respect to such shares has become, and is,
effective. </FONT></P>

<P><FONT SIZE=2>8.10</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effective Date</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
Plan is effective on December&nbsp;7, 1998, as amended. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;No
Award may be granted under the Plan after December&nbsp;6, 2008, but Awards previously made may extend beyond that date and Reload Options and additional Reload Options provided
for with respect to original options outstanding prior to that date may continue unless the Committee otherwise provides and subject to such additional terms and conditions as the Committee may
provide except that all Reload Options issued after that date will be NSOs, and the provisions of Article&nbsp;VI of the Plan will survive and remain effective as to all present and future Deferred
Amounts until such later date as the Committee or the Board of Directors may determine. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;&nbsp;The
adoption of the Plan will not preclude the adoption by appropriate means of any other stock option or other incentive plan for officers or employees. </FONT></P>

<P><FONT SIZE=2>8.11</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendment, Suspension and Termination of Plan</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Board of Directors or the Committee may at any time or times amend the Plan for any purpose which may at the time be permitted by law, or may at any time suspend or terminate the Plan as to any
further grants of Awards. </FONT></P>


<P><FONT SIZE=2>8.12</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Certain Definitions</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>(a)&nbsp;&nbsp;The
terms "retirement" and "disability" as used under the Plan will have the meanings determined from time to time by the Committee. </FONT></P>

<P><FONT SIZE=2>(b)&nbsp;&nbsp;The
term "Fair Market Value" as it relates to Common Stock means the average of the high and low prices of the Common Stock as reported by the Composite Tape of the New York Stock
Exchange (or such successor reporting system as the Committee may select) on the relevant date or, if no sale of the Common Stock has been reported for that day, the average of such prices on the next
preceding day and the next following day for which there were reported sales. The term "Fair Market Value" as it relates to Formula Value Stock will mean the value determined by the Committee. </FONT></P>


<P><FONT SIZE=2>(c)&nbsp;&nbsp;"subsidiary"
means any corporation, partnership or other entity of which shares of voting stock sufficient to elect a majority of the Board of Directors, or other persons performing
similar functions, is owned by the Corporation, either directly or indirectly through one or more subsidiaries. </FONT></P>

<P><FONT SIZE=2>(d)&nbsp;&nbsp;"Formula
Value Stock" means shares of a class or classes of stock the value of which is derived from a formula established by the Committee which reflects such financial measures as
the Committee may determine. Such shares will have such other characteristics as may be determined at time of their authorization. </FONT></P>

<P><FONT SIZE=2>(e)&nbsp;&nbsp;Unless
otherwise determined by the Committee, "Permissible Transferee" means any of the following: (1)&nbsp;a member of the Participant's Immediate Family; (2)&nbsp;a trust solely
for the benefit of the Participant and/or the Participant's Immediate Family; and (3)&nbsp;a partnership or limited liability company whose only partners or members, as the case may be, are the
Participant and/or Permissible Transferees of the Participant as otherwise identified in this definition. "Immediate Family" has the meaning set forth in Rule&nbsp;16a-1(e) under the
Exchange Act, as such rule may be amended from time to time, or any successor rule. </FONT></P>

<P><FONT SIZE=2>8.13</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>The
Plan and all agreements or other documents relating to the Plan will be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflict
of laws. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

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