The Committee may amend, suspend, or terminate the Plan in whole or in part at any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above) or in anticipation of a Change of Control so as to reduce or otherwise adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of the amendment, suspension or termination. Any termination of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.

Except as provided in the next sentence, the Board may amend, suspend,from time to time terminate the Plan or terminateamend the Plan in whole or in part at any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. Thispart. The Plan may not be amended, suspendedterminated or terminated from and after the date of a Change of Control as defined above) oramended in anticipation of a Change of Control so as to reduce or otherwiseany manner which would adversely affect the benefitsrights or potential rights of Participants, if the action to which participants in the Plan are entitled uponeffect such termination or amendment occurs # after a Change of Control, calculated asor # in connection with a Change of Control, unless and to the date ofextent that the amendment, suspensionCommittee determines that such termination or termination. Any termination of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.amendment is required by law.

The CommitteePlan may amend, suspend,be terminated or terminate the Planamended in whole or in part at any time, provided, however, that if in the judgmentrespect by resolution adopted by a majority of the Committee such amendmentBoard or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above)Committee; provided that, in connection with or in anticipation of a Change of Control so as to reduceControl, this Plan may not be terminated or otherwiseamended in any manner that would adversely affect the benefits to which participants in the Plan are entitled uponrights or potential rights of Participants; provided, further, that following a Change of Control, calculated as of the date of the amendment, suspension or termination. Any termination of thethis Plan shall continue in full force and effect and shall not terminate, expire or be madeamended until after all Participants who become entitled to any payments hereunder shall have received such payments in accordance with the requirements of Section 409A of the Code, if applicable.full pursuant to [Section 4].

Amendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Board) or through the Committee, may amend, suspend,modify, suspend or terminate the Plan in whole or in part atpart, except that no amendment, modification, suspension or termination shall have any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a materialretroactive effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above) or in anticipation of a Change of Control so as to reduce any amounts allocated to a Participant’s Accounts, or otherwise adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of the amendment, suspension or termination. Anyhis vested interest therein. A termination of the Plan shall be made in accordancenot cause the acceleration of payments under the Plan unless the Committee determines, after consultation with counsel, that the requirementsterms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the Plan, the Committee shall have the right and power to adopt any and all such amendments to the Plan as it shall deem necessary or advisable to ensure compliance with Section 409A ofand the Code, if applicable.Regulations, including amendments with retroactive effect.

Amendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Board) or through the Committee, may amend, suspend,modify, suspend or terminate the Plan in whole or in part atpart, except that no amendment, modification, suspension or termination shall have any time, provided, however, that ifretroactive effect to reduce any amounts allocated to a Participant’s Accounts or adversely affect his or her right to vest thereunder in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost ofaccordance with the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above) orprovisions previously in anticipation of a Change of Control so as to reduce or otherwise adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of the amendment, suspension or termination. Anyeffect. A termination of the Plan shall be made in accordancenot cause the acceleration of payments under the Plan unless the Committee determines, after consultation with counsel, that the requirementsterms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the Plan, the Committee shall have the right and power to adopt any and all such amendments to the Plan as it shall deem necessary or advisable to ensure compliance with Section 409A ofand the Code, if applicable.Regulations, including amendments with retroactive effect.

This Plan may amend, suspend,be amended, suspended or terminate the Plan in whole or in partterminated at any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be takentime by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above) or in anticipation of a Change of Control so as to reduce or otherwise adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of theHowever, no amendment, suspension or termination. Any termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan. Any amendment or termination shall be made in accordancecomply with the requirementsrestrictions of Section 409A of the Code, ifInternal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.

Amendment or Termination. The Committee mayreserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend,suspend or terminate the Plan or any Award Opportunity granted thereunder, in whole or in part atpart, in any time, provided, however,manner, and for any reason; provided that if in the judgment of the Committeeany such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approvedsubject to approval by the shareholders of the Company. This Plan may not be amended, suspended or terminated fromCompany to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the dateend of the 90-day period described in [Section 3] of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change ofin Control as(as defined above) or in anticipation of a Change of Control so as to reduce or otherwisethe Stock Incentive Plan) may adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as ofmaterial way any Award Opportunity that was outstanding on the date of the amendment, suspension or termination. Any terminationChange in Control, without the consent of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.affected Participant.

Amendment or Termination. The Committee mayreserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend,suspend or terminate the Plan or any Award Opportunity granted thereunder, in whole or in part atpart, in any time, provided, however,manner, and for any reason; provided that if in the judgment of the Committeeany such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approvedsubject to approval by the shareholders of the Company. This Plan may not be amended, suspended or terminated fromCompany to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the dateend of the 90-day period described in [Section 3] of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change ofin Control as(as defined above) or in anticipation of a Change of Control so as to reduce or otherwisethe Stock Incentive Plan) may adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as ofmaterial way any Award Opportunity that was outstanding on the date of the amendment, suspension or termination. Any terminationChange in Control, without the consent of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.affected Participant.

Amendment. The CommitteeCompany may amend, suspend, or terminate theamend this Plan in whole or in part at any time, and from time to time, by action of the Committee; provided, however, that if inno amendment adopted after the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. No amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change in Control shall have the effect of Controleither # removing an individual from the list of Participants, # adding conditions for participation or the entitlement to receive benefits hereunder, # reducing the amount of benefits payable to a Participant or # otherwise restricting a Participant’s right to receive benefits under the Plan, except as defined above) or in anticipation of a Change of Control so asmay otherwise be required to reduce or otherwise adversely affect the benefitsconform such payments to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of the amendment, suspension or termination. Any termination of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.as provided in Section 1.1.

The Committee may amend, suspend,Amendment or terminate the Plan in whole or in part at any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by theTermination. The Board of Directors of the Company. No amendment which would materially increaseCompany or the costHuman Resources Committee of the Company’s Board of Directors may at any time amend this Plan in any manner. Notwithstanding the foregoing, the Plan Administrator shall be made effective unless approved byhave the shareholdersauthority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Board of Directors of the Company. ThisCompany or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications or amendments as may not be amended, suspendedotherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or terminated from and after the date of a Change of Control as defined above)to comply with Code section 409A, no such plan amendment or in anticipation of a Change of Control so as to reduce or otherwiseplan termination shall adversely affect the benefits accrued immediately prior to which participants in the Plan are entitled upon a Change of Control, calculated as of theeffective date of the amendment, suspensionsuch amendment or termination. Any termination of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.