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Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid acts of the Committee.

Committee. The Plan shall be administered by the Corporation's Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”("Board"), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited todiscretion of the Board, a committee consisting of no less than two Non-Employee Directors or persons meeting such other requirements as defined inmay be imposed by Rule 16b-3 promulgated16(b) under Section 16 of the Exchange1934 Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3)("Committee"). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid acts of the Committee.

Committee. The Plan shall be administered by the BoardCommittee. The Committee shall consist of Directorsnot less than two directors of the Corporation (the “BoardCompany, all of Directors”) or a committee of two or morewhom shall be Non-Employee Directors; provided, however, that, if at any time not all members appointedare Non-Employee Directors, all actions taken by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated undernonetheless be valid for all purposes other than Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). TheAct, if applicable. Committee members shall select one of its members as Chairmanbe appointed by the Board and shall appoint a Secretary, who need not be a memberserve on the Committee at the pleasure of the Committee.Board. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majorityfunctions of the Committee specified in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the CommitteePlan shall be valid acts ofexercised by the Committee.Board if and to the extent that no Committee exists which has the authority to so administer the Plan.

Committee. TheGeneral. Except as otherwise determined by the Board in its discretion, the Plan shall be administered by the BoardCommittee, which shall consist exclusively of Directorstwo (2) or more nonemployee directors within the meaning of the Corporation (the “Board of Directors”) or a committee of two or more members appointedrules promulgated by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgatedCommission under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3).Act. The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid actsappointed from time to time by, and shall serve at the discretion of, the Board. The Committee shall have the authority to delegate administrative duties to officers or Directors of the Committee.Company; provided that the Committee may not delegate its authority with respect to non-ministerial actions with respect to Insiders.

Committee. The Board, in its discretion, may delegate any or all of its authority, powers and discretion under this Plan shall be administered byto the Committee, and the Board of Directorsin its discretion may revest any or all such authority, powers and discretion in itself at any time. If any or all of the Corporation (the “Boardauthority, powers and discretion under this Plan are delegated to the Committee and the Company has registered any of Directors”) or a committeeits equity securities under Section 12 of the 1934 Act, the Committee shall consist solely of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors asnon-employee directors (as defined in Rule 16b-3 promulgated under Section 16the 1934 Act) until such time as such other requirements are imposed by applicable law. If appointed, the Committee shall function as follows: A majority of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select oneconstitute a quorum, and the acts of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in amembers present at any meeting at which a quorum is present andpresent, or acts approved in writing by a majorityall members of the membersCommittee, shall be the acts of the Committee, unless provisions to the contrary are embodied in the Company=s Bylaws or resolutions duly adopted by the Board. All actions taken and decisions and determinations made by the Board or the Committee pursuant to the Plan shall be binding and conclusive on all persons interested in the Plan. No member of the Board or the Committee shall be valid acts ofliable for any action or determination taken or made in good faith with respect to the Committee.Plan.

Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more membersCommittee. The Committee shall be appointed by the Board and shall consist of Directors (the “Committee”). Ifnot less than three directors, each of whom shall be independent, within the Boardmeaning of Directors does not appoint a Committee, referenceand to the Committee hereinbelow,extent required by applicable rulings and interpretations of the New York Stock Exchange and the Securities and Exchange Commission, and each of whom shall mean the Boardbe a “Non-Employee Director”, as defined from time to time for purposes of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 1216 of the Securities Exchange Act of 1934,1934 and the rules promulgated thereunder. The Board may designate one or more directors as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership inalternate members of the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be amay replace any absent or disqualified member at any meeting of the Committee. The Committee may issue rules and regulations for administration of the Plan. It shall hold meetingsmeet at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by adetermine. A majority of the members of the Committee shall be valid acts of the Committee.constitute a quorum.

4.1The Committee. The Plan shallwill be administered by the Board of Directors ofCommittee, which, to the Corporation (the “Board of Directors”)extent deemed necessary or a committeeappropriate by the Board, will consist of two or more members appointed bypersons who satisfy the Board of Directors (the “Committee”). If the Board of Directors does not appointrequirements for a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation“non-employee director” under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16the 1934 Act and/or the requirements for an “outside director” under section 162(m) of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). TheCode; provided, however, that actions by the Committee shall selectbe valid even if one of itsor more members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of thefail to satisfy such requirements. The members of the Committee shall be valid actsappointed from time to time by, and shall serve at the pleasure of, the Board of Directors. In the absence of such appointment, the Board of Directors shall serve as the Committee and shall have all of the Committee.responsibilities, duties, and authority of the Committee set forth herein.

4.1The Committee. The Plan shallwill be administered by the Board of Directors ofCommittee, which, to the Corporation (the “Board of Directors”)extent deemed necessary or a committeeappropriate by the Board, will consist of two or more members appointed bypersons who satisfy the Board of Directors (the “Committee”). If the Board of Directors does not appointrequirements for a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation“non-employee director” under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16the 1934 Act and/or the requirements for an “independent director” under the corporate governance standards of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). TheNew York Stock Exchange; provided, however, that actions by the Committee shall selectbe valid even if one of itsor more members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of thefail to satisfy such requirements. The members of the Committee shall be valid actsappointed from time to time by, and shall serve at the pleasure of, the Board of Directors. In the absence of such appointment, the Board of Directors shall serve as the Committee and shall have all of the Committee.responsibilities, duties, and authority of the Committee set forth herein.

Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) orCommittee” means a committee consisting solely of two (2) or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities whichdirectors who are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as(as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act as it may be amended from time to time) of the Company and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a memberpursuant to Section 162(m) of the Committee. The Committee shall hold meetings at such times and places asCode (as it may determinebe amended from time to time) appointed by the Board to administer the Plan and minutes of such meetings shall be recorded. Actsto perform the functions set forth herein. Directors appointed by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members ofBoard to the Committee shall have the authority to act notwithstanding the failure to be valid acts of the Committee.so qualified.

Committee. The Plan shall be administered by the BoardCommittee. The Committee shall consist of Directorsnot less than two directors of the Corporation (the “BoardCompany, all of Directors”) or a committee of two or morewhom shall be Non-Employee Directors and Independent Directors; provided, however, that, if at any time not all members appointedare Non-Employee Directors and Independent Directors, all actions taken by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated undernonetheless be valid for all purposes other than Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select oneAct, if applicable. Because the provisions of its members as Chairman and shall appoint a Secretary, who need notthis Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be a memberexempt from) the short-swing recovery rules of Section 16(b) of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts byExchange Act, a majoritysubcommittee of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members ofBoard or the Committee shall be valid actsestablished subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b) of the Committee.Exchange Act. Committee members shall be appointed by the Board and shall serve on the Committee at the pleasure of the Board. The functions of the Committee specified in the Plan shall be exercised by the Board if and to the extent that no Committee exists which has the authority to so administer the Plan.

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