Seller Party Deliverables. At the Closing and as a condition to Closing, the Seller Parties shall deliver:

Closing Dates. The purchase and sale of the Initial Closing Purchase Securities shall take place as set in Section 3.2 (the actual date and time of such Closing is referred to herein

Revaluation Dates. The Lender shall determine the Dollar Equivalent amounts of Borrowings and Loans denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur.

Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that # interest accrued pursuant to clause (b) of this Section shall be payable on demand and # in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

Effective Dates. [Section 4.4(a)] shall be effective for cash dividends paid on Company Stock and held in the Company Stock Subaccounts on or after January 1, 2003, and prior to February 1, 2015. Shares of Company Stock with respect to cash dividends paid on Company Stock during 2002 shall be allocated as provided by [Section 4.4(a)] as in effect as of December 31, 2002.

Vesting Dates. The interest of the Employee in the PSUs shall vest, if at all, on September 30, 2017, (the “Maturity Date”) according to the following vesting schedule (“Vesting Schedule”), and also conditioned upon the Employee’s continued employment with the Company through the Maturity Date:

Vesting Dates. The NQSOs shall vest as follows, subject to earlier vesting in the event of a termination of Service as provided in Section 5 or a Change in Control as provided in Section 6:

EFFECTIVE DATES. Subject to shareholder approval, this Plan shall become effective on June 30, 2002 (the "Effective Date"). The first Option Period under the Plan shall commence on June 30, 2002, and end on September 28, 2002. As long as the Plan remains in effect, a new Option Period shall commence on the first day of each fiscal quarter of the Company and end on the last day of each such fiscal quarter.

Triggering Events The Company shall pay the Executive the Severance Benefit only in the event one of the following Triggering Events:

"Triggering Event" means an event described in Paragraph II.A, below.