GREENHILL & CO INC
EX-10.44
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<TYPE>EX-10.44
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<FILENAME>y01599exv10w44.htm
<DESCRIPTION>EX-10.44
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.44</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>GREENHILL &#038; CO., INC. EQUITY INCENTIVE PLAN</B><BR>
(as amended and restated)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1<I>. Purpose. </I>The purposes of this Equity Incentive Plan (as amended and restated)
(the &#147;<B>Plan</B>&#148;) are to attract, retain and motivate key employees and directors of and consultants and
advisors to Greenhill &#038; Co., Inc. (the &#147;<B>Company</B>&#148;) and its subsidiaries and to align the interests
of key employees, directors, consultants and advisors with shareholders with equity-based
compensation and enhanced opportunities for ownership of shares of the Company&#146;s common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2<I>. Definitions. </I>The following terms used in the Plan and any agreement entered into
pursuant to the Plan shall have the meaning set forth below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Affiliate</B>&#148; means (i)&nbsp;any Person that directly, or through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company or (ii)&nbsp;any entity in
which the Company has a significant equity interest, as determined by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Award</B>&#148; means any Option, award of Restricted Stock or Restricted Stock Units, Performance
Award, Other Stock-Based Award, or any other right, interest or grant relating to Shares or other
property granted pursuant to the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Award Agreement</B>&#148; means any written agreement, contract or other instrument or document
evidencing any Award, which may, but need not be (as determined by the Committee) executed or
acknowledged by a Participant as a condition to receiving an Award or the benefits under an Award.
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Change in Control</B>&#148; means the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or the sale or other
disposition of all or substantially all of the assets of the Company to an entity that is not an
affiliate or that, in each case, requires shareholder approval under the laws of the Company&#146;s
jurisdiction of organization, unless immediately following such transaction, either: (i)&nbsp;at least
50% of the total voting power of the surviving entity or its parent entity, if applicable, is
represented by securities of the Company that were outstanding immediately prior to the transaction
(or securities into which the Company&#146;s securities were converted or exchanged in such
transaction); or (ii)&nbsp;at least 50% of the members of the board of directors (including directors
whose election or nomination was approved by the incumbent directors of the Board) of the company
resulting from the transaction were members of the Board at the time of
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">the Board&#146;s approval of the execution of the initial agreement providing for the transaction.
</DIV>


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Committee</B>&#148; means the Compensation Committee of the Board, or any successor to such committee,
or any other committee of our Board appointed or designated by the Board, in each case, composed of
no fewer than two directors each of whom is a &#147;non-Employee director&#148; within the meaning of Rule
16b-3 of the Securities and Exchange Act of 1934, as amended, and an &#147;outside director&#148; within the
meaning of Section 162(m) of the Code and the regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Covered Employee</B>&#148; means an individual who is both (i)&nbsp;a &#147;covered employee&#148; within the meaning
of Section&nbsp;162(m)(3) of the Code, or any successor provision thereto and (ii)&nbsp;expected by the
Committee to be the recipient of compensation (other than &#147;qualified performance based
compensation&#148; as defined in Section 162(m) of the Code) in excess of $1,000,000 for the tax year of
the Company with regard to which a deduction in respect of such individual&#146;s Award would be
allowed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Disability</B>&#148; means the disability of a Participant (i)&nbsp;such that the Participant is considered
disabled under any long term disability plan of the Company, or otherwise (ii)&nbsp;as determined by the
Committee in its sole discretion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Eligible Person</B>&#148; means any full time or part time employee (including an officer or director
who is also an employee), consultant or advisor of the Company or any Affiliate selected by the
Committee. Other than for awards of Options, &#147;Eligible Person&#148; shall also include any individual
to whom an offer of employment has been extended, a member of the Board or a member of the board of
directors of a Subsidiary. References to &#147;employment&#148; and related terms in the Plan shall include
the provision of services in any capacity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Fair Market Value</B>&#148; means the closing sale price of the Shares, as reported on the composite
tape of New York Stock Exchange, or any other reporting system selected by the Committee on the
relevant dates, or, if no sale of Shares is reported for that date, on the date or dates that the
Committee determines, in its sole discretion, to be appropriate for purposes of the valuation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Incentive Stock Option</B>&#148; means any Option designated as an incentive stock option within the
meaning of Section&nbsp;422 of the Code and qualifying thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Non-Qualified Stock Option</B>&#148; means an Option that is not an Incentive Stock Option.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Option</B>&#148; means an option to purchase a Share or Shares granted under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Other Stock-Based Award</B>&#148; means an Award granted pursuant to Section&nbsp;9 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Participant</B>&#148; means a person who has been granted an Award under the Plan which remains
outstanding, including a person who is no longer an Eligible Person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Performance Award</B>&#148; means an Award structured in accordance with Section&nbsp;10 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Performance Period</B>&#148; means the period established by the Committee at the time any Performance
Award is granted or at any time thereafter during which any performance goals specified by the
Committee with respect to such Award are measured.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Person</B>&#148; means an individual, corporation, partnership, association, trust, limited liability
company or any other entity or organization, including a government or political subdivision or an
agency, unit or instrumentality thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Restricted Stock</B>&#148; means an award of shares which are subject to certain restrictions and to a
risk of forfeiture.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Restricted Stock Unit</B>&#148; means a contractual right granted under Section&nbsp;8 that is denominated
in Shares. Each Restricted Stock Unit represents a right to receive the value of one Share upon
the terms and conditions set forth in the Plan and the applicable Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Retirement</B>&#148; means termination of employment on or after the date the Participant has (i)
attained age 65 and completed at least two years of service; (ii)&nbsp;completed at least twelve years
of service as a managing director of the Company or its predecessors, (iii)&nbsp;has completed at least
twenty years of service with the Company or its predecessors or (iv)&nbsp;effective for retirement on or
after May&nbsp;11, 2014, attained age 55 and completed at least five years of service as a managing
director of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Share</B>&#148; means a share of common stock of the Company, par value $0.01.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Subsidiary</B>&#148; means a company where 50% or more of its issued stock or other membership
interests is owned directly or indirectly by the Company at the time an Award is issued under the
Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>Substitute Award</B>&#148; means an Award granted in assumption of, or in substitution for, an
outstanding equity award previously granted by a business or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">entity all or a portion of which is acquired by the Company or any Affiliate or with which the
Company or an Affiliate combines.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3<I>. Administration. </I>(a)&nbsp;The Plan will be administered by the Committee. To the
extent permitted by applicable law, the Committee or the Board may delegate to one or more officers
of the Company the authority to grant awards except that such delegation shall not be applicable to
any Award for a person then covered by Section&nbsp;16 of the Act. Subject to and consistent with the
provisions of the Plan, the Committee (or its delegate or a delegate of the Board) will have full
power and authority, in its discretion, and without limitation, to: (i)&nbsp;select Eligible Persons to
become Participants; (ii)&nbsp;determine the type and number of Awards to be granted to each
Participant; (iii)&nbsp;determine the number of Shares to be covered by each Award; (iv)&nbsp;determine the
dates on which Awards may be exercised and on which the risk of forfeiture or deferral period
relating to Awards shall lapse or terminate, and the acceleration of any such dates; (v)&nbsp;determine
the expiration date of any Award; (vi)&nbsp;determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash,
Shares, other Awards, or other property; (vii)&nbsp;determine any other terms and conditions of, and all
other matters relating to, Awards; (viii)&nbsp;prescribe Award Agreements (such Award Agreements need
not be identical for each Participant) and amendments thereto; (ix)&nbsp;construe and interpret the Plan
and the respective Award Agreements entered into pursuant to the Plan; and (x)&nbsp;make all other
determinations necessary or advisable for administering the Plan. All decisions and determinations
of the Committee with respect to the administration and interpretation of the Plan shall be final,
conclusive, and binding upon all persons interested in the Plan, including Participants,
beneficiaries, and other persons claiming rights from or through a Participant, and shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;To the fullest extent permitted by law, each member and former member of the Committee and
each person to whom the Committee or the Board delegates or has delegated authority under this Plan
shall be entitled to indemnification by the Company against and from any loss, liability, judgment,
damage, cost and reasonable expense incurred by such member, former member or other person by
reason of any action taken, failure to act or determination made in good faith under or with
respect to this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <I>Shares Subject to the Plan; Limits on Awards.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Shares to be issued under the Plan may consist, in whole or in part, of authorized and
unissued Shares, treasury Shares or Shares purchased by the Company in the open market or
otherwise. Subject to adjustment made in accordance with Section&nbsp;12 of the Plan, the maximum
number of Shares that may be issued under the Plan will not exceed 30,000,000. Notwithstanding the
foregoing and subject to adjustment as provided in Section&nbsp;12 of the Plan, under the Plan no
Covered Employee may be granted in any calendar year (i)&nbsp;Options that relate to more than 700,000
Shares, (ii)&nbsp;Performance Awards denominated in Shares that relate to more than 700,000 Shares and
(iii)&nbsp;Performance Awards
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">denominated in cash or valued with reference to property other than Shares with a maximum
dollar value payable equal to $25,000,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Shares subject to an Award (other than a Substitute Award) that is canceled, expired,
forfeited, settled in cash or otherwise terminated without a delivery of Shares to the Participant
will again be available for Awards, and Shares withheld in payment of the exercise price or taxes
relating to an Award and Shares equal to the number surrendered in payment of any exercise price or
taxes relating to an Award shall be deemed to constitute Shares not delivered to the Participant
and shall be deemed to again be available for Awards under the Plan. Shares underlying Substitute
Awards shall not reduce the number of Shares available for delivery under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5<I>. Eligibility. </I>Awards may be granted only to Eligible Persons who are selected to
be Participants by the Committee in accordance with the provisions of the Plan. Holders of
equity-based awards granted by a business or entity all or a portion of which is acquired by the
Company or any Affiliate or with which the Company or an Affiliate combines are eligible to receive
Substitute Awards hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <I>Options. </I>The Committee is authorized to grant Options to Participants on the
following terms and conditions and with such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>Exercise Price. </I>The exercise price of each Option granted under the Plan shall be
determined by the Committee and shall not be less than the Fair Market Value of a Share on the date
of grant of such Option. Notwithstanding the foregoing, any Substitute Award may be granted with
an exercise price per Share other than as required above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Term and Termination of Options</I>. The term of each Option, together with the effect of
termination of employment or service by a Participant on such term, will be determined by the
Committee, but in no event will an Option be exercisable, either in whole or in part, after the
expiration of ten years from the date of grant of such Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<I>Exercise of Option. </I>Each Option 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 may impose such conditions with respect to the exercise of
Options, including without limitation, any conditions relating to the application of federal or
state securities laws, as it may deem necessary or advisable and shall determine the time in which
Options shall be exercisable in whole or in part and the methods by which such exercise price may
be paid or deemed to be paid and the form of such payment, including, without limitation, cash,
Shares, or other property (including notes and other contractual obligations of Participants to
make
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">payment on a deferred basis, such as through &#147;cashless exercise&#148; arrangements, to the extent
permitted by applicable law), and the methods by or forms in which Shares will be delivered or
deemed to be delivered in satisfaction of Options to Participants.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7<I>. Incentive Stock Options. </I>In accordance with rules and procedures established by
the Committee, the aggregate Fair Market Value (determined as of the time of grant) of the Shares
with respect to which Incentive Stock Options held by any Participant which are exercisable for the
first time by such Participant during any calendar year under the Plan (and under any other benefit
plans of the Company or any Subsidiary) shall not exceed $100,000 or, if different, the maximum
limitation in effect at the time of grant under Section&nbsp;422 of the Code, or any successor
provision, and any regulations promulgated thereunder. Incentive Stock Options shall be granted
only to participants who are employees of the Company or a Subsidiary of the Company. The terms of
any Incentive Stock Option granted hereunder shall comply in all respects with the provisions of
Section&nbsp;422 of the Code, or any successor provision, and any regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8<I>. Restricted Stock and Restricted Stock Unit Awards. </I>The Committee is authorized to
grant Restricted Stock and/or Restricted Stock Units to Participants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Awards granted under this Section&nbsp;8 shall be subject to such restrictions as the
Committee may impose (including, without limitation, any limitation on the right to vote Shares
underlying Restricted Stock Awards or the right to receive any dividend, other right or property),
which restrictions may lapse separately or in combination at such time or times, in such
installments or otherwise, as the Committee may deem appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such manner as
the Committee may deem appropriate, including, without limitation, book-entry registration or
issuance of a stock certificate or certificates. In the event any stock certificate is issued in
respect of Shares underlying a Restricted Stock Award, such certificate shall be registered in the
name of the Participant and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the Committee intends that an Award of Restricted Stock or Restricted Stock Units shall
constitute or give rise to &#147;qualified performance based compensation&#148; under Section 162(m) of the
Code, such Award of Restricted Stock or Restricted Stock Units may be structured in accordance with
Section&nbsp;10 and any such Award of Restricted Stock or Restricted Stock Units shall be considered a
Performance Award for purposes of this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9<I>. Other Stock-Based Awards. </I>The Committee is authorized, subject to limitations
under applicable law, to grant to Participants such other
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Awards that may be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares or factors that may influence the value of Shares,
including, without limitation, convertible or exchangeable debt securities, other rights
convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment
contingent upon performance of the Company or business units thereof or any other factors
designated by the Committee. The Committee shall determine the terms and conditions of such
Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this
Section&nbsp;9 shall be purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property,
as the Committee shall determine. Cash awards, as an element of or supplement to any other Award
under the Plan, may also be granted pursuant to this Section&nbsp;9.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10<I>. Performance Awards.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>General</I>. Performance Awards may be denominated as a cash amount, number of Shares, or a
combination thereof and are awards which may be earned upon achievement or satisfaction of
performance conditions specified by the Committee. In addition, the Committee may specify that any
other Award shall constitute a Performance Award by conditioning the right of a Participant to
exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of
such performance conditions as may be specified by the Committee. The Committee may use such
business criteria and other measures of performance as it may deem appropriate in establishing any
performance conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Performance Awards Granted to Covered Employees. </I>If the Committee determines that a
Performance Award to be granted to an Eligible Person who is designated by the Committee as likely
to be a Covered Employee should qualify as &#147;performance-based compensation&#148; for purposes of Section
162(m) of the Code, the grant, exercise and/or settlement of such Performance Award shall be
contingent upon achievement of a preestablished performance goal and other terms set forth in this
Section&nbsp;10(b). The Committee shall have the power to impose such other restrictions on Awards
subject to this Section 10(b) as it may deem necessary or appropriate to ensure that such Awards
satisfy all requirements for &#147;performance-based compensation&#148; within the meaning of Section
162(m)(4)(C) of the Code, or any successor provision thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<I>Performance Goals Generally. </I>The performance goals for such Performance Awards shall
consist of one or more business criteria and a targeted level or levels of performance with respect
to each of such criteria, as specified by the Committee consistent with this Section&nbsp;10. The
performance goals shall be objective, shall be pre-established by the Committee and shall otherwise
meet the requirements of Section 162(m) of the Code and regulations thereunder. The Committee may
determine that such Performance Awards shall be granted, exercised and/or settled upon achievement
of any one performance goal or that
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">two or more of the performance goals must be achieved as a condition to grant, exercise and/or
settlement of such Performance Awards. Performance goals may differ for Performance Awards granted
to any one Participant or to different Participants.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<I>Business Criteria. </I>One or more of the following business criteria for the Company, on a
consolidated basis, and/or for specified subsidiaries or affiliates or other business units of the
Company shall be used by the Committee in establishing performance goals for such Performance
Awards: (i)&nbsp;earnings per share, (ii)&nbsp;return on average common equity, (iii)&nbsp;pre-tax income, (iv)
pre-tax operating income, (v)&nbsp;net revenues, (vi)&nbsp;net income, (vii)&nbsp;profits before taxes, (viii)
book value per share, (ix)&nbsp;stock price, (x)&nbsp;earnings available to common shareholders, (xi)&nbsp;ratio
of compensation and benefits to net revenues and (xii)&nbsp;execution and origination of assignments
directly related to the individual covered employee. Such targets may relate to the Company as a
whole, or to one or more units thereof, and may be measured over such periods, as the Committee
shall determine. The targeted level or levels of performance with respect to such business
criteria may be established at such levels and in such terms as the Committee may determine, in its
discretion, including in absolute terms, as a goal relative to performance in prior periods, or as
a goal compared to the performance of one or more comparable companies or an index covering
multiple companies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<I>Settlement of Performance Awards; Other Terms. </I>Settlement of Performance Awards shall be
in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the
Committee. Performance Awards will be distributed only after the end of the relevant Performance
Period. The Committee may, in its discretion, increase or reduce the amount of a settlement
otherwise to be made in connection with such Performance Awards, but may not exercise discretion to
increase any such amount payable to a Covered Employee in respect of a Performance Award subject to
Paragraph (b)&nbsp;above. Any settlement which changes the form of payment from that originally
specified shall be implemented in a manner such that the Performance Award and other related Awards
do not, solely for that reason, fail to qualify as &#147;performance-based compensation&#148; for purposes of
Section 162(m) of the Code. The Committee shall specify the circumstances in which such
Performance Awards shall be paid or forfeited in the event of termination of employment by the
Participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11<I>. Termination of Employment</I>. Unless otherwise determined by the Committee or
provided by the Committee in the applicable Award Agreement, the following provisions shall apply:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Upon a termination of employment as a result of death, Disability or Retirement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Restricted Stock Award or Restricted Stock Unit Award then held by the
Participant will be immediately accelerated and become fully vested, exercisable and
payable, and
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) any Option then held by the Participant will be immediately accelerated and
become fully vested, exercisable and payable and will expire on the earlier of (A)&nbsp;the
date the option would have expired had the Participant continued in such employment and
(B)&nbsp;one year after the date such Participant&#146;s service ceases.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Upon termination of employment by the Company for cause (as determined by the Committee in
its sole discretion):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Restricted Stock Award or Restricted Stock Unit Award then held by the
Participant whose restrictions have not lapsed will automatically be forfeited in full and
canceled by the Company upon such termination of employment, and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) any Option then held by the Participant, to the extent exercisable, will
automatically be forfeited in full and canceled by the Company upon such termination of
employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Upon a termination of employment by the Company without cause (as determined by the
Committee in its sole discretion) within two years following the occurrence of a Change in Control
or upon a termination of employment by the Company without cause (as determined by the Committee in
its sole discretion) six months prior to the occurrence of a Change in Control if the Committee
reasonably determines in its sole discretion that such termination was at the behest of the
acquiring entity (each such termination of employment deemed to be a termination of employment &#147;in
connection with&#148; the occurrence of a Change in Control):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Restricted Stock Award or Restricted Stock Unit Award then held by the
Participant will be immediately accelerated and become fully vested, exercisable and
payable, and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) any Option then held by the Participant will be immediately accelerated and
become fully vested, exercisable and payable shall automatically expire on the earlier of
(A)&nbsp;the date the Option would have expired had the Participant continued in such
employment and (B)&nbsp;one year after the date such Participant&#146;s service ceases.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Upon termination of employment for any reason other than death, Disability, Retirement or
termination of employment by the Company for cause (as determined by the Committee in its sole
discretion) or in connection with the occurrence of a Change in Control:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any time vesting Restricted Stock Award or time vesting Restricted Stock Unit
Award then held by the Participant whose restrictions have not lapsed will automatically
be forfeited in full and canceled by the Company upon such termination of employment,
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) any Option then held by the Participant, to the extent exercisable, shall
automatically expire on the earlier of (A)&nbsp;the date the Option would have expired had the
Participant continued in such employment and (B)&nbsp;one hundred and eighty days (or ninety
days in the case of an Option that is intended to qualify as an Incentive Stock Option)
after the date the such Participant&#146;s service ceases, and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) any Restricted Stock Award or Restricted Stock Unit Award then held by the
Participant which is not then payable and remains subject to achievement of performance
vesting goals will be paid in accordance with its terms at the time such Award would have
been payable if the termination of employment had not occurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12<I>. Adjustment. </I>In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation, dissolution or other similar corporate
transaction or event affects Shares such that an adjustment is appropriate under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of (i)&nbsp;the number and
kind of Shares which may be delivered in connection with Awards granted thereafter, (ii)&nbsp;the number
and kind of Shares by which annual per person Award limitations are measured under Section&nbsp;4(a),
(iii)&nbsp;the number and kind of Shares subject to or deliverable in respect of outstanding Awards and
(iv)&nbsp;the exercise price, grant price or purchase price relating to any Award or, if deemed
appropriate, the Committee may make provision for a payment of cash or property to the holder of an
outstanding Option. In addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards (including Performance Awards and performance
goals) in recognition of unusual or nonrecurring events (including, without limitation, events
described in the preceding sentence, as well as acquisitions and dispositions of businesses and
assets) affecting the Company, any Subsidiary or Affiliate or other business unit, or the financial
statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable
laws, regulations, accounting principles, tax rates and regulations or business conditions or in
view of the Committee&#146;s assessment of the business strategy of the Company, any Subsidiary or
Affiliate or business unit thereof, performance of comparable organizations, economic and business
conditions, personal performance of a Participant, and any other circumstances deemed relevant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13<I>. Change In Control. </I>Subject to Section&nbsp;11 of this Agreement and except as
otherwise provided in the applicable Award Agreement, upon the occurrence of a Change in Control,
the Committee shall determine whether outstanding Options under the Plan shall become fully
exercisable and whether outstanding Awards (other than Options) under the Plan shall become fully
vested and payable.
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14<I>. Compliance with Laws; Transferability.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company may, to the extent deemed necessary or advisable by the Committee, postpone
the issuance or delivery of Shares or payment of other benefits under any Award until completion of
such registration or qualification of such Shares or other required action under any federal or
state law, rule or regulation, listing or other required action with respect to any stock exchange
or automated quotation system upon which the Shares or other securities of the Company are listed
or quoted, or compliance with any other obligation of the Company, as the Committee may consider
appropriate, and may require any Participant to make such representations, furnish such information
and comply with or be subject to such other conditions as it may consider appropriate in connection
with the issuance or delivery of Shares or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Limits on Transferability; Beneficiaries. </I>Except as the Committee may otherwise determine
from time to time, (i)&nbsp;no Award and no right under any Award shall be assignable, alienable,
saleable or transferable by a Participant otherwise than by will or by the laws of descent and
distribution; <I>provided</I>, <I>however</I>, that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, designate a beneficiary or beneficiaries to exercise the
rights of the Participant, and to receive any property distributable, with respect to any Award
upon the death of the Participant; (ii)&nbsp;each Award, and each right under any Award, shall be
exercisable during the Participant&#146;s lifetime only by the Participant or, if permissible under
applicable law, by the Participant&#146;s guardian or legal representative; and (iii)&nbsp;no Award and no
right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. The provisions of this Section 14(b) shall not apply to any Award which has
been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an
Award in accordance with the terms thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15<I>. Certain Tax Provisions.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>Withholding</I>. The Company and any Subsidiary or Affiliate is authorized to withhold from
any Award granted, any payment relating to an Award under the Plan, including from a distribution
of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes
due or potentially payable in connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Shares or other property and to make
cash payments in respect thereof in satisfaction of a Participant&#146;s withholding obligations, either
on a mandatory or elective basis in the discretion of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Committee. Notwithstanding any other provision of the Plan, only the minimum amount of
Shares deliverable in connection with an Award necessary to satisfy statutory withholding
requirements will be withheld.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Requirement of Notification Upon Disqualifying Disposition Under Code Section&nbsp;421(b)</I>. If
any Participant shall make any disposition of Shares delivered pursuant to the exercise of an
Incentive Stock Option under the circumstances described in Section 421(b) of the Code, such
Participant shall notify the Company of such disposition within ten days thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<I>Section&nbsp;409A of the Code</I>. With respect to Awards subject to Section&nbsp;409A of the Code, if
any, the Plan is intended to comply with the requirements of Section&nbsp;409A, and the provisions
hereof shall be interpreted in a manner that satisfies the requirements of Section&nbsp;409A and the
related regulations, and the Plan shall operate accordingly. If any provision of the Plan or any
term or condition of any Award would otherwise frustrate or conflict with this intent, the
provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;16<I>. General Provisions.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Neither the Plan nor any action taken hereunder shall be construed as (i)&nbsp;giving any
Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the
employ or service of the Company or a Subsidiary or Affiliate, (ii)&nbsp;interfering in any way with the
right of the Company or a Subsidiary or Affiliate to terminate any Eligible Person&#146;s or
Participant&#146;s employment or service at any time (subject to the terms and provisions of any
separate written agreements), (iii)&nbsp;giving an Eligible Person or Participant any claim to be
granted any Award under the Plan or to be treated uniformly with other Participants and employees,
or (iv)&nbsp;conferring on a Participant any of the rights of a shareholder of the Company unless and
until the Participant is duly issued or transferred Shares in accordance with the terms of an Award
or an Option is duly exercised. Except as expressly provided in the Plan and an Award Agreement,
neither the Plan nor any Award Agreement shall confer on any person other than the Company and the
Participant any rights or remedies thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The prospective recipient of any Award under the Plan shall not, with respect to such
Award, be deemed to have become a Participant, or to have any rights with respect to such Award,
until and unless such recipient shall have received or executed (if execution is required) an Award
Agreement or other instrument evidencing the Award and delivered a copy thereof to the Company, and
otherwise complied with the then applicable terms and conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Committee shall have full power and authority to determine whether, to what extent and
under what circumstances any Award shall be canceled or suspended. In addition, all outstanding
Awards to any Participant shall be canceled if the Participant, without the consent of the Company,
while
</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: 10pt">employed by the Company or after termination of such employment, establishes a relationship
with a competitor of the Company or engages in activity which is in conflict with or adverse to the
interest of the Company, as determined under the Company&#146;s non-competition policy, as in effect
from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Subject to applicable law, the Committee shall be authorized to establish procedures
pursuant to which the payment of any Award may be deferred, either automatically, or at the
election of the Committee or a Participant. Subject to the provisions of the Plan and any Award
Agreement, the recipient of the Award (including, without limitation, any deferred Award) may, if
so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash
dividends, or cash payments in amounts equivalent to cash dividends on Shares (&#147;dividend
equivalents&#148;), with respect to the number of Shares covered by the Award, as determined by the
Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall
be deemed to have been reinvested in additional Shares or otherwise reinvested.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable
in any jurisdiction, 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 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, it shall be stricken and the remainder of the Plan
shall remain in full force and effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Awards may be granted to employees of the Company or any Subsidiary or Affiliate who are
foreign nationals or employed outside the United States, or both, on such terms and conditions
different from those applicable to Awards to those employees employed in the United States as may,
in the judgment of the Committee, be necessary or desirable in order to recognize differences in
local law or tax policy. The Committee also may impose conditions on the exercise or vesting of
Awards in order to minimize the Company&#146;s obligation with respect to tax equalization for employees
of the Company or any Subsidiary or Affiliate on assignments outside their home country.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17<I>. Effective Date; Amendment and Termination.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Plan shall become effective upon its adoption by the Board on May&nbsp;4, 2004.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Unless the Plan will have been previously terminated by the Board, the Plan will terminate
ten years from the date of its adoption. The Board will have the right, at any time to suspend,
amend, alter, discontinue or terminate the Plan, <I>provided, however </I>that no such action shall be
made without shareholder approval if such approval is necessary to qualify for or comply with any
tax or regulatory requirement for which or with which the Board deems it necessary or
</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: 10pt">desirable to qualify or comply. No termination of the Plan or action by the Board in amending
or suspending the Plan may materially impair the rights of a Participant under any outstanding
Award, without the consent of the affected Participant, except any such amendment made to cause the
Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules
and regulations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Committee may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or
retroactively, without the consent of any Participant or holder of beneficiary of any Award,
<I>provided, however</I>, that no such action shall impair the rights of a Participant or holder of
beneficiary under any Award theretofore granted under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;18<I>. Governing Law. </I>The Plan will be governed by and construed in accordance with the
law of the State of New York.
</DIV>


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</DIV>




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