If, at any time, the Corporation shall take any action, whether by stock dividend, stock split, combination of shares or otherwise, which results in a proportionate increase or decrease in the number of shares of common stock theretofore issued and outstanding, the number of shares which are reserved for issuance under the Plan shall, to the extent deemed appropriate by the committee, be increased or decreased in the same proportion, provided, however, that the Corporation shall not be obligated to issue fractional shares.

If, at any time, the CorporationCompany shall take any action, whether by stock dividend, stock split, combination of sharesshares, or otherwise, which results in a proportionate increase or decrease in the number of shares of common stockCommon Stock theretofore issued and outstanding, the number of shares which are reserved for issuance under the Plan shall,shall be automatically adjusted, and both the number of shares which, at such time, are subject to outstanding option or Restricted Stock Unit awards and the extent deemed appropriate bynumber of shares to be awarded in the committee,future to Outside Directors shall be increased or decreasedadjusted in the same proportion,proportion (with appropriate adjustment to the option price); provided, however, that the CorporationCompany shall not be obligated to issue fractional shares.

If, at any time,Section # Adjustment of Shares. As provided by the Corporation shall takePlan, in the event of any action, whether by stock dividend, stock split, combination of shares or otherwise, which results in a proportionate increase or decrease in the number of issued shares of commonCommon Stock resulting from a stock theretofore issued and outstanding,split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, recapitalization, or any other increase or decrease in the number of outstanding shares which are reserved for issuance under the Plan shall,of Common Stock effected without consideration to the extent deemed appropriate byCompany, the committee,specified number of Shares shall be increasedproportionately adjusted to prevent dilution or decreased inenlargement of the same proportion, provided, however, thatrights granted to, or available for, the Corporation shall not be obligated to issue fractional shares.Director hereunder.