US BANCORP \DE\
EX-10.07 FIRSTAR 1998 EMP. STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.07
<SEQUENCE>8
<FILENAME>c74004exv10w07.htm
<DESCRIPTION>EX-10.07 FIRSTAR 1998 EMP. STOCK INCENTIVE PLAN
<TEXT>
<HTML>
<HEAD>
<TITLE>exv10w07</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="right"><FONT size="2"><B>Exhibit 10.7</B>
</FONT>

<P align="center"><FONT size="2"><B>FIRSTAR CORPORATION</B>
</FONT>

<P align="center"><FONT size="2">1998 EMPLOYEE STOCK INCENTIVE PLAN
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. Purpose. Firstar Corporation&#146;s (the &#147;Corporation&#146;s&#148;) 1998
Employee Stock Incentive Plan (the &#147;Plan&#148;), has the following purposes: (1)&nbsp;to
help employees of the Corporation and its subsidiaries (collectively,
&#147;Firstar&#148;) purchase the Corporation&#146;s stock and benefit from Firstar&#146;s
long-term growth; (2)&nbsp;to create common interests between Firstar&#146;s employees
and the Corporation&#146;s shareholders; and (3)&nbsp;to help Firstar attract, retain and
motivate experienced, capable employees. The Plan achieves these goals by
granting non-qualified stock options to Firstar employees. Non-qualified stock
options do not qualify for favorable tax treatment under IRC S 422.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. Available Shares for Options. The aggregate number of shares
of the Corporation&#146;s Common Stock (&#147;Common Stock&#148;) which may be issued and sold
pursuant to options granted under the Plan (the &#147;Options&#148;) shall not exceed
4,000,000 shares, subject to adjustment or substitution as provided in Section
13 of this Plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. Plan Administration. A Committee (the &#147;Committee&#148;) of not
less than three members selected by the Corporation&#146;s Human Resources
Department and responsible to the Compensation Committee of the Corporation&#146;s
Board of Directors shall be responsible for administering the Plan, including
the exercise of Options. The Committee members shall serve at the will of the
Compensation Committee of the Corporation&#146;s Board of Directors and shall serve
terms of indefinite duration. The Committee shall have all powers necessary to
allow it properly to carry out its duties under the Plan. The Committee shall
have conferred upon it such other and further specified duties, power,
authority and discretion as are contemplated by the Plan either expressly or by
necessary implication. The Committee may appoint agents, who need not be
members of the Committee, as it deems reasonable and necessary to effectively
perform its duties, and may delegate to such agents such powers and duties,
whether ministerial or discretionary, as the Committee in its sole discretion
may deem expedient or appropriate. The decision of the Committee upon all
matters within the scope of its authority shall be final and conclusive on all
persons, except to the extent otherwise provided by law.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. Eligibility. Options may be granted to any Eligible Employee.
An Eligible Employee is any full or part-time employee who is actively
employed by Firstar on December&nbsp;8, 1998 (the &#147;Original Grant Date&#148;). The
Committee&#146;s decision regarding eligibility shall be final. An employee who on
the Original Grant Date was on an authorized short-term leave of absence from
Firstar, including, without limitation, a leave of absence due to a short-term
disability, shall be considered an Eligible Employee for purposes of this plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except, as specifically determined by the Committee, an Eligible Employee
shall not include (i)&nbsp;any person who on the Original Grant Date was employed on
a seasonal or temporary basis; and (ii)&nbsp;any employee who on the Original Grant
Date was entitled to receive benefits under a long-term disability plan
maintained by Firstar; and (iii)&nbsp;any employee who on the Original Grant Date
was scheduled to be displaced.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. Granting of Options. Effective on the Original Grant Date,
options shall be granted to all Eligible Employees. Each Eligible Employee who
is exempt from the overtime compensation provisions of the Fair Labor Standards
Act (&#147;FLSA&#148;) will receive options for 400 shares. Each Eligible Employee who
works for Firstar full time and is not exempt from overtime compensation
provisions of the FLSA will receive options for 200 shares. Each Eligible
Employee who works for Firstar part time and is not exempt from the overtime
compensation of the FLSA will receive options for 100 shares.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall have final authority to determine the number of shares
to be covered by employees&#146; options in accordance with the foregoing and the
decision to the Committee shall be final.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may from time to time, in its discretion and subject to the
provisions of the Plan, grant options on a subsequent grant date (the
&#147;Subsequent Grant Date&#148;) to any or all employees who are Eligible Employees.
The &#147;Original Grant Date&#148; and any &#147;Subsequent Grant Date&#148; are referred to
together in this Plan as the &#147;Grant Date&#148;.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. Option Exercise Price. The exercise price for the shares of
Common Stock covered by options issued pursuant to this Plan shall be the &#147;fair
market value&#148; on the applicable Grant Date.
</FONT>
<P align="center"><FONT size="2">Page 1 </FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. Term of Options. All options shall have a term of ten (10)
years from the applicable Grant Date. In the event an option is not exercised
prior to the expiration of ten years from the applicable Grant Date, the option
shall lapse and all rights of the option holder shall terminate.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. Vesting and Exercisability of Options. Except as provided
under Section&nbsp;13 or Section&nbsp;18 or otherwise in this Plan, twenty five percent
(25%) of the shares covered by an Option may be exercised after the expiration
of one full year after the applicable Grant Date, fifty percent (50%) of the
shares covered by an Option may be exercised after the expiration of two full
years after the applicable Grant Date, seventy five (75%) of the shares covered
by an Option may be exercised after the expiration of three full years after
the applicable Grant Date and one hundred (100%) of the shares covered by an
Option may be exercised after four full years after the applicable Grant Date.
From and after the applicable Grant Date and subject to subparagraph (b)&nbsp;of
this Paragraph&nbsp;8, vested options shall be exercised in the manner set forth in
Paragraph&nbsp;9 below.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(a)&nbsp;If an option holder&#146;s employment with Firstar shall terminate for any
reason regardless of whether by action of the option holder or Firstar
other than such option holder&#146;s early or normal retirement under the
provisions of any Firstar retirement plan, death, or Disability (as
defined in Firstar&#146;s Long Term Disability Plan), all unvested options will
terminate immediately. All options which are fully vested and exercisable
at the time of such option holder&#146;s termination of employment (unless the
Corporation deems the termination is for gross misconduct or offense, in
which case the options shall terminate immediately upon termination of
employment), and which are not exercised within thirty (30)&nbsp;days of such
termination of employment shall terminate.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(b)&nbsp;If an option holder&#146;s employment with Firstar shall terminate by
reason of such holder&#146;s early or normal retirement, death, or Disability,
all unvested options will terminate immediately. All options which are
fully vested and exercisable at the time of such option holder&#146;s
termination of employment and which are not exercised within one hundred
eighty (180)&nbsp;days of such termination of employment shall terminate.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(c)&nbsp;Without limitation, any employee who is not on an authorized
short-term leave of absence and who does not work during a calendar
quarter shall be deemed to have been terminated as of the end of such
calendar quarter.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(d)&nbsp;In the event an option holder&#146;s unexercised options terminate under
the provisions of subparagraph (a)&nbsp;or (b)&nbsp;above, such holder&#146;s options,
and all rights of the holder under this Plan, shall not be restored for
any reason.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(e)&nbsp;For purposes of the Plan and notwithstanding any provision of
the Plan to the contrary, an option holder shall not be deemed to
have terminated employment with Firstar (i)&nbsp;during the period such
option holder is on an authorized leave of absence granted by
Firstar; or (ii)&nbsp;as the result of such option holder&#146;s transfer of
employment between or among the Corporation and its subsidiaries or
such holder&#146;s change of position or responsibilities within Firstar.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. Method of Exercise. Options shall be exercised pursuant to
the terms of the options and the Plan by delivering written notice to the
Committee or its designee at the principal place of business of Firstar and on
such forms as shall be designated by the Committee from time to time.
Securities purchased pursuant to the Plan may be purchased on the open market
or from the Corporation, depending on business circumstances at the time of
exercise.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(a)&nbsp;Options shall be exercised by either a &#147;cash exercise method&#148; or a
&#147;cashless exercise method&#148;. For purposes of this Plan, a &#147;cash exercise
method&#148; means a method in which the option holder pays the option exercise
price in cash or by personal check for the shares subject to option (along
with any required withholding taxes) simultaneously with the delivery of
the notice of exercise described above, and such option holder is then
issued the number of shares so purchased. For purposes of this Plan, a
&#147;cashless exercise method&#148; means a method permitted under the provision of
Regulation&nbsp;T issued by the Board of Governors of the Federal Reserve
System and under which an option holder may direct that a portion of the
shares to be issued upon exercise of the option be withheld by the
Corporation as payment, to the extent permitted by law, less required
withholding taxes, broker&#146;s commissions and other related expenses, if
any. The Committee shall have the authority to establish procedures under
either method, including without limitation, the designation of the
brokerage firm or firms through which cashless exercises shall be
effected.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(b)&nbsp;Under either method, the option exercise price shall be paid in full
at the time of exercise in U.S. dollars, and the Corporation shall require
the option holder to pay the Corporation in U.S. dollars at the time of
exercise the amount of tax required to be withheld by the Corporation
under applicable foreign, federal, state and local withholding tax laws.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">Page 2 </FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(c)&nbsp;Except as provided in Section&nbsp;8, an option holder must be an employee
of Firstar at the time of exercise of options.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. Tax Effects of Plan Participation. Employees may be subject
to income, capital gains, and/or other federal, state and/or local taxes as a
result of exercising options issued pursuant to the Plan. Employees may wish
to consult their tax advisor before exercising options issued pursuant to the
plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. Nontransferability. No option shall be transferable by an
option holder. During an option holder&#146;s lifetime, the options shall be
exercisable only by the option holder, provided that in the event an option
holder is incapacitated and unable to exercise such option holder&#146;s options,
such option holder&#146;s legal guardian or legal representative whom the Committee
deems appropriate based on all applicable facts and circumstances may exercise
such option holder&#146;s options in accordance with the provisions of the Plan.
Any purported transfer of any option shall be null and void except as otherwise
provided by this Section&nbsp;11.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. No Rights. An option holder shall have no rights or
interests in any option except as set forth in the Plan. The Plan does not
confer upon any person any right with respect to the continuation of employment
by Firstar, nor does it limit in any way the right of Firstar to terminate
employment at any time. An option holder shall have no rights as a shareholder
of Firstar Corporation with respect to the shares of Common Stock covered by
options except to the extent that shares are issued to such option holder upon
the due exercise of options.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13. Adjustment Upon Changes In Capitalization. In the event that
the outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of Firstar or
any other corporation, whether through reorganization, recapitalization, stock
dividend, stock split, combination of shares, reclassification of the Common
Stock, merger or consolidation, then the option rights (as to the number and
kind of shares and the option exercise price) shall be appropriately adjusted
by the Committee. Comparable adjustments shall be made for each subsequent
such change or exchange of Common Stock or any stock or other securities into
which such Common Stock shall have been changed or exchanged.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14. Amendment, Modification and Termination of the Plan. The
Board of Directors of the Corporation may terminate, amend or modify the Plan
any time, provided that no amendment, modification or termination of the Plan
shall in any manner adversely affect an option outstanding under the Plan
without the consent of the option holder, or such option holder&#146;s successors as
described in Section&nbsp;8.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15. Additional Conditions of the Options. If at any time the
Committee shall determine that listing, registration or qualification of the
Common Shares covered by an option pursuant to any securities exchange rule or
under any state or federal law or the consent or the approval of any
governmental regulatory body is necessary or desirable as a condition of or in
connection with the purchase of Common Shares under the option, the options may
not be exercised unless and until such listing, registration, qualification,
consent or approval shall have been obtained free of any conditions not
acceptable to the Committee. Any person exercising an option shall make such
representations and agreements and furnish such information as the Committee
may request to assure compliance with the foregoing or any other applicable
legal requirements.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;16. Effective Date of the Plan. The Plan shall become effective
the Original Grant Date.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17. Governing Law. This Plan shall be construed under and
governed by the laws of the State of Ohio.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;18. Merger, Consolidation, Sale of Assets or Change of Control.
In the event the Corporation shall engage in a Change of Control as defined in
this Section&nbsp;18, and if the employment of an Eligible Employee is terminated by
the Corporation, immediately following such Change of Control due to business
needs resulting from the Change of Control, and not for documented performance
or conduct reasons, consistent with written policies of the Corporation, prior
to the various vesting dates described in Section&nbsp;8, all outstanding Options
shall automatically become fully vested and exercisable as of the date of such
termination notwithstanding any provision of the Plan to the contrary. The
surviving corporation or entity shall continue to be bound by the terms and
provisions of the Plan and all unexercised options shall remain fully vested
and exercisable in accordance with the provisions of the Plan subject to any
adjustment described in Section&nbsp;12.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, a Change of Control of the Corporation
shall mean:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(a)&nbsp;The acquisition by any individual, entity or group within the
meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the &#147;exchange Act&#148; a (&#147;Person&#148;) of
beneficial ownership</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">Page 3 </FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><FONT size="2">&nbsp;</FONT></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(within the meaning of Rule&nbsp;13d-3 promulgated under the Exchange
Act) of 35% or more of either (i)&nbsp;the then outstanding shares of
common stock of the Corporation (the &#147;outstanding Corporation
Common Stock&#148;) or (ii)&nbsp;the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the &#147;Outstanding Corporation
Voting Securities&#148;); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i)&nbsp;any acquisition directly from the
Corporation, (ii)&nbsp;any acquisition by the Corporation, (iii)&nbsp;any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any corporation
controlled by the company, or (iv)&nbsp;any acquisition by any
corporation pursuant to a transaction which complies with clauses
(i), (ii), and (iii)&nbsp;of subsection (c)&nbsp;of this Section&nbsp;18; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(b)&nbsp;Individuals who, as of the date hereof, constitute the Board
(the &#147;Incumbent Board&#148;) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Corporation&#146;s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(c)&nbsp;Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets
of the Corporation (a &#147;Business Combination&#148;), in each case, unless,
following such Business Combination, (i), all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors
as the case may be, of the Corporation resulting from such Business
Combination (including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all or
substantially all of the Corporation&#146;s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (ii)
no Person (excluding any employee benefit plan (or related trust) of
the Corporation or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 35% or more
of, respectively, the then outstanding shares of common stock of the
Corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior
to the Business Combination and (iii)&nbsp;at least a majority of the
members of the board of directors of the Corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">(d)&nbsp;Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This document constitutes the entire Plan.
</FONT>

<P align="center"><FONT size="2">Page 4 </FONT>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
