Number of Shares. Subject to adjustment as provided in Section 4.03 herein, the number of Shares available for issuance under the Plan shall not exceed ninety (90) million Shares. The Shares granted under this Plan may be either authorized but unissued or reacquired Shares. The Disinterested Committee shall have full discretion to determine the manner in which Shares available for grant are counted in this Plan.

Number of Shares.NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as provided in Section 4.033 herein, the number of Shares availablehereby reserved for issuance under the Plan shall not exceed ninety (90) million Shares.be Three Million (3,000,000). The Shares granted under this Plan may be either authorized but unissued or reacquired Shares. The Disinterested Committee shall have full discretion to determine the manner in whichappropriate methodology for calculating the number of Shares available for grant are counted in thisissued pursuant to the Plan.

Section # Maximum Number of Shares. SubjectThe total number of Shares for which Awards may be granted under the Plan shall not exceed 400,000 Shares. The maximum number of Shares issued are subject to adjustment as provided in Sectionaccordance with [Section 4.03 herein,03]. The Shares issued under the Plan may be authorized and unissued Shares or treasury Shares. The number of Shares available for issuance under the Plan shall not exceed ninety (90) millionbe reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares. The Shares granted under this Plan may be either authorized but unissued or reacquired Shares. The Disinterested Committee shall have full discretion to determine the manner in which Shares available for grant are counted in this Plan.