2004 LTIP Plan Rules : CR

CRANE CO.
2004 STOCK INCENTIVE PLAN


1. PURPOSE AND ADOPTION OF THE PLAN

The purpose of the Crane Co. 2004 Stock Incentive Plan (as the same may be
amended from time to time, the "Plan") is (i) to attract and retain key
employees of Crane Co. (the "Company"), and its Subsidiaries (as defined below)
who are and will be contributing to the success of the business; (ii) to
motivate and reward key employees who have made significant contributions to
the success of the Company and encourage them to continue to give their best
efforts to its future success; (iii) to provide competitive incentive
compensation opportunities; and (iv) to further opportunities for stock
ownership by such key employees in order to increase their proprietary interest
in the Company and their personal interest in its continued success.

The Plan was approved by the Board of Directors of the Company (the
"Board") on January 26, 2004 and shall become effective upon approval by the
stockholders of the Company (the "Effective Date"). The Plan shall remain in
effect until terminated by action of the Board; provided, however, that no
Award shall be granted under this Plan after January 25, 2014.


2. DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following
meanings:

(a) "Award" means any grant to a Participant of one or a combination of
Non-Qualified Stock Options or Incentive Stock Options described in Section 6
and Restricted Shares described in Section 8.

(b) "Award Agreement" means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.

(c) "Beneficiary" means an individual, trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the
Plan and an Award Agreement upon the Participant's death.

(d) "Board" shall have the meaning given to such term in Section 1.

(e) "Change in Control" means the first to occur of the following events
after the Effective Date: (i) the first purchase of shares pursuant to a tender
offer or exchange offer (other than a tender offer or exchange offer by the
Company) for all or part of the Company's Common Stock or any securities
convertible into such Common Stock; (ii) the receipt by the Company of a
Schedule 13D or other advice indicating that a person is the "beneficial owner"
(as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more
of the Company's Common Stock calculated as provided in paragraph (d) of said
Rule 13d-3; (iii) the date of approval by the stockholders of the Company of an
agreement providing for any Merger of the Company in which the Company will not
be the continuing or surviving corporation or pursuant to which shares of
Common Stock of the Company would be converted into cash, securities or other
property, other than a Merger of the Company in which the holders of Common
Stock of the Company immediately prior to the Merger would have the same
proportion of ownership of common stock of the surviving corporation
immediately after the Merger; (iv) the date of the approval by the stockholders
of the Company of any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all
the assets of the Company; (v) the adoption of any plan or proposal for the
liquidation (but not a partial liquidation) or dissolution of the Company; or
(vi) the date upon which the individuals who constitute the Board as of the
Effective Date (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director
subsequent to such date whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office


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is in connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall, for purposes of
this Plan, be considered as though such person were a member of the Incumbent
Board.

(f) "Code" means the Internal Revenue Code of 1986, as amended. References
to a section of the Code include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said
section.

(g) "Committee" means the Management Organization and Compensation
Committee of the Board or such other committee composed of at least three
members of the Board as may be designated by the Board from time to time.

(h) "Company" shall have the meaning given to such term in Section 1.

(i) "Common Stock" means Common Stock, par value $1.00 per share, of the
Company.

(j) "Date of Grant" means the date as of which the Committee grants an
Award. If the Committee contemplates an immediate grant to a Participant, the
Date of Grant shall be the date of the Committee's action. If the Committee
contemplates a date on which the grant is to be made other than the date of the
Committee's action, the Date of Grant shall be the date so contemplated and set
forth in or determinable from the records of action of the Committee; provided,
however, that the Date of Grant shall not precede the date of the Committee's
action.

(k) "Effective Date" shall have the meaning given to such term in Section
1.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Fair Market Value" means, as of any applicable date, for all purposes
in this Plan, the average of the high and low sales prices of the Common Stock
on the New York Stock Exchange-Composite Transactions Tape on the ten (10)
consecutive trading days ending on that day, or if no sale of stock has been
recorded on such day, then on the next preceding day on which a sale was so
made. In the event the Common Stock is not admitted to trade on a securities
exchange, the Fair Market Value as of any given date shall be as determined in
good faith by the Committee.

(n) "Incentive Stock Option" means a stock option within the meaning of
Section 422 of the Code.

(o) "Merger" means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

(p) "Non-Qualified Stock Option" means a stock option which is not an
Incentive Stock Option.

(q) "Options" means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

(r) "Participant" means a person designated to receive an Award under the
Plan in accordance with Section 5.

(s) "Permanent Disability" means a physical or mental disability or
infirmity that prevents the performance of a Participant's services for the
Company and its Subsidiaries lasting (or likely to last, based on competent
medical evidence presented to the Committee) for a period of six months or
longer. The Committee's reasoned and good faith judgment of Permanent
Disability shall be final and shall be based on such competent medical evidence
as shall be presented to it by such Participant or by any physician or group of
physicians or other competent medical expert employed by the Participant or the
Company to advise the Committee.

(t) "Plan" shall have the meaning given to such term in Section 1.

(u) "Purchase Price," with respect to Options, shall have the meaning set
forth in Section 6(a).

(v) "Restricted Shares" means Common Stock subject to restrictions imposed
in connection with Awards granted under Section 8.

(w) "Retirement" means a Participant's retirement at or after age 65.

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(x) "Subsidiary" means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.


3. ADMINISTRATION

(a) This Plan shall be administered by the Committee, which shall at all
times be constituted to comply with the "outside director" requirements
established from time to time under Section 162(m) of the Code, the
"non-employee director" requirements established from time to time by rules or
regulations of the Securities and Exchange Commission under Section 16 of the
Exchange Act, and the "independent director" requirements established from time
to time under the corporate governance rules of the New York Stock Exchange.
The Committee shall have the sole discretionary authority to interpret the
Plan, to establish and modify administrative rules for the Plan, to impose such
conditions and restrictions on Awards as it determines appropriate, and to take
such steps in connection with the Plan and Awards granted hereunder as it may
deem necessary or advisable. Decisions of the Committee in connection with the
administration of the Plan shall be final, conclusive and binding upon all
parties, including the Company, its stockholders and the Participants.

(b) The Committee may employ attorneys, consultants, accountants or other
persons and the Committee and the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such
persons. All usual and reasonable expenses of the Committee shall be paid by
the Company. No Committee member shall receive compensation with respect to his
or her services for the Committee except as may be authorized by the Board. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon all employees who have received
awards, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretations taken or made in good faith with respect to this Plan or Awards
made hereunder, and all members of the Committee shall be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.


4. SHARES

(a) The total number of shares of Common Stock authorized to be issued
under the Plan shall not exceed 4,500,000 shares; provided that no more than
1,500,000 shares of Common Stock shall be issued as Restricted Shares. The
number of shares available for issuance under the Plan shall be subject to
adjustment in accordance with Section 9. The shares to be offered under the
Plan shall be authorized and unissued shares of Common Stock, or issued shares
of Common Stock which will have been reacquired by the Company, including
shares purchased in the open market.

(b) Subject to the provisions of Section 6(d), any shares subject to an
Option granted under this Plan or any predecessor stock option plan of the
Company that expires or is terminated for any reason without having been
exercised in full, shares of Common Stock forfeited as provided in Section 8(h)
and shares of Common Stock subject to any Award under this Plan or any
predecessor stock option or restricted stock plan of the Company that are
otherwise surrendered by a Participant or terminated shall continue to be
available for future grants under this Plan. If any shares of Common Stock are
withheld from those otherwise issuable in connection with the exercise of an
Option, only the net number of shares of Common Stock issued as a result of
such exercise shall be deemed delivered for purposes of determining the maximum
number of shares available for delivery under the Plan.


5. PARTICIPATION

Participants in the Plan shall be such key employees of the Company and
its Subsidiaries as the Committee, in its sole discretion, may designate from
time to time. For purposes of the Plan, "key employees" shall mean officers as
well as other employees (including officers and other employees who are also
directors of the Company or any Subsidiary) designated by the Committee in its
discretion upon the recommendation of management, but shall not include any
employee who, assuming the full exercise of such Option, would own more than
10% of the combined voting power of all classes of stock of the Company or any
Subsidiary. Subject to adjustment in accordance with Section 9, the maximum
number


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of shares for which Awards may be granted under this Plan to any single
individual in any calendar year shall not exceed 500,000 shares of Common
Stock. Options under the Plan may be Incentive Stock Options within the meaning
of Section 422 of the Code or Non-Qualified Stock Options. Awards granted
hereunder shall be evidenced by Award Agreements in such form as the Committee
shall approve, which Agreements shall comply with and be subject to the terms
and conditions of this Plan.

6. GRANT AND EXERCISE OF STOCK OPTIONS

(a) The purchase price of each share of Common Stock upon exercise of any
Options granted under the Plan shall not be less than 100% of the Fair Market
Value of the Common Stock on the Date of Grant (the "Purchase Price"). Each
Option shall have a stated term not to exceed 10 years from the Date of Grant.

(b) Each Option granted under this Plan shall be exercisable in whole or
in part from time to time beginning from the Date of Grant, subject to the
provision that an Option may not be exercised by the Participant, except as
provided in Section 7, (i) more than 90 days after the termination of the
Participant's employment by the Company or a Subsidiary or later than the date
of expiration of the term of the Option, or (ii) prior to the expiration of one
year from the Date of Grant; provided further, that, unless otherwise
determined by the Committee, the Option may not be exercised in excess of 50%
of the total shares subject to such Option during the second year after the
Date of Grant, 75% during the third year, and 100% thereafter.

(c) The Purchase Price of the shares purchased upon the exercise of an
Option shall be paid in full at the time of exercise in cash or, in whole or in
part, by tendering (either actually or by attestation) shares of Common Stock.
The value of each share of Common Stock delivered in payment of all or part of
the Purchase Price upon the exercise of an Option shall be the Fair Market
Value of the Common Stock on the date the Option is exercised. Exercise of
Options shall also be permitted, if approved by the Committee, in accordance
with a cashless exercise program under which, if so instructed by a
Participant, shares of Common Stock may be issued directly to the Participant's
broker or dealer upon receipt of an irrevocable written notice of exercise from
the Participant.

(d) The Committee, upon such terms and conditions as it shall deem
appropriate, may (but shall not be obligated to) authorize on behalf of the
Company the acceptance of the surrender of the right to exercise an Option or a
portion thereof (but only to the extent and in the amounts that such Option
shall then be exercisable) and the payment by the Company therefor of an amount
equal to the excess of the Fair Market Value on the date of surrender of the
shares of Common Stock covered by such Option or portion thereof over the
aggregate option price of such shares. Such payment shall be made in shares of
Common Stock (valued at such Fair Market Value) or in cash, or partly in cash
and partly in shares of Common Stock, as the Committee shall determine. The
shares of Common Stock covered by any Option or portion thereof, as to which
the right to exercise shall have been so surrendered, shall not again be
available for the purposes of this Plan.

(e) Each Option granted under this Plan shall not be transferable by the
Participant otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the Participant's lifetime, only by the
Participant. Notwithstanding the foregoing, Non-Qualified Stock Options may be
transferable, without payment of consideration, to immediate family members of
the Participant or to trusts or partnerships for the benefit of such family
members.

(f) No Participant may be granted Incentive Stock Options under the Plan
(or any other plans of the Company and its Subsidiaries) that would result in
shares with an aggregate Fair Market Value (measured on the Date of Grant) of
more than $100,000 first becoming exercisable in any one calendar year.

(g) The Company shall have the right to require a Participant to pay to
the Company the cash amount of any taxes which the Company is required to
withhold upon the exercise of an Option granted hereunder, provided that
anything contained herein to the contrary notwithstanding, the Committee may,
in accordance with such rules as it may adopt, accept shares of Common Stock
received in connection with the exercise of the Option being taxed or otherwise
previously acquired in satisfaction of any withholding requirements or tax
liability arising from the exercise of such Option to the extent permitted by
applicable law and regulations.


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(h) The Committee, in its sole discretion, shall have the right (but shall
not in any case be obligated), exercisable at any time after the Date of Grant,
to permit the exercise of any Option prior to the time such Option would
otherwise become exercisable under the terms of the Award Agreement.

7. EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT

(a) If a Participant shall retire or shall cease to be employed by the
Company or by a Subsidiary by reason of Permanent Disability or after a Change
in Control, all Options theretofore granted to such Participant, whether or not
previously exercisable, may be exercised in whole or in part, and/or the
Committee may authorize the acceptance of the surrender of the right to
exercise such Options or any portion thereof as provided in Section 6(d), at
any time within 90 days after such Retirement, termination by reason of
Permanent Disability, or termination after a Change in Control, but not after
the expiration of the term of the Option.

(b) If a Participant shall die while employed by the Company or by a
Subsidiary or within 90 days of the cessation or termination of such employment
under circumstances described in Section 7(a), all Options theretofore granted
to such Participant, whether or not previously exercisable, may be exercised in
whole or in part, and/or the Committee may authorize the acceptance of the
surrender of the right to exercise such Options or any portion thereof as
provided in Section 6(d), by the estate of such Participant (or by a person who
shall have acquired the right to exercise such Option by bequest or
inheritance), at any time within one year after the death of such Participant
but not after the expiration of the term of the Option.

(c) If a Participant's employment is terminated for any reason other than
death, disability or retirement or after a Change in Control, such Participant
may exercise any Option in whole or in part, at any time within 90 days after
such termination of employment, but only to the extent such Option is
exercisable at the date of termination in accordance with Section 6(b). In no
event may any Option be exercised after the expiration of the term of the
Option.

8. GRANT OF RESTRICTED SHARES

(a) The Committee may grant to any Participant an Award of such number of
shares of Common Stock on such terms, conditions and restrictions, whether
based on performance standards, periods of service, retention by the
Participant of ownership of specified shares of Common Stock or other criteria,
as the Committee shall establish. With respect to performance-based Awards of
Restricted Shares intended to qualify for deductibility under the
"performance-based" compensation exception contained in Section 162(m) of the
Code, performance targets will include specified levels of one or more of the
following (in absolute terms or relative to one or more other companies or
indices): revenues, free cash flow, return on assets, operating income, return
on investment, economic value added, return on stockholders' equity, stock
price appreciation, total share return, earnings before interest, taxes,
depreciation and amortization, earnings per share and/or growth in earnings per
share. The terms of any Restricted Share Award granted under this Plan shall be
set forth in an Award Agreement which shall contain provisions determined by
the Committee and not inconsistent with this Plan.

(b) As soon as practicable after the Date of Grant of a Restricted Share
Award by the Committee, the Company shall cause to be transferred on the books
of the Company or its agent, shares of Common Stock, registered on behalf of
the Participant, evidencing the Restricted Shares covered by the Award, subject
to forfeiture to the Company as of the Date of Grant if an Award Agreement with
respect to the Restricted Shares covered by the Award is not duly executed by
the Participant and timely returned to the Company. All shares of Common Stock
covered by Awards under this Section 8 shall be subject to the restrictions,
terms and conditions contained in the Plan and the applicable Award Agreements
entered into by the appropriate Participants. Until the lapse or release of all
restrictions applicable to an Award of Restricted Shares the share certificates
representing such Restricted Shares may be held in custody by the Company or
its designee, in physical or book entry form, or, if the certificates bear a
restrictive legend, by the Participant. Upon the lapse or release of all
restrictions with respect to an Award as described in Section 8(e), one or more
share certificates, registered in the name of the Participant, for an
appropriate number of shares as provided in Section 8(e), free of any
restrictions set forth in the Plan and the related Award Agreement shall be
delivered to the Participant.


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(c) Beginning on the Date of Grant of a Restricted Share Award and subject
to execution of the related Award Agreement as provided in Section 8(b), and
except as otherwise provided in such Award Agreement, the Participant shall
become a stockholder of the Company with respect to all shares subject to the
Award Agreement and shall have all of the rights of a stockholder, including,
but not limited to, the right to vote such shares and the right to receive
dividends; provided, however, that any shares of Common Stock or other
securities distributed as a dividend or otherwise with respect to any
Restricted Shares as to which the restrictions have not yet lapsed, shall be
subject to the same restrictions as such Restricted Shares and held or
restricted as provided in Section 8(b).

(d) None of the Restricted Shares may be assigned or transferred (other
than by will or the laws of descent and distribution or to an inter vivos trust
with respect to which the Participant is treated as the owner under Sections
671 through 677 of the Code), pledged or sold prior to the lapse of the
restrictions applicable thereto.

(e) Upon expiration or earlier termination of the forfeiture period
without a forfeiture and the satisfaction of or release from any other
conditions prescribed by the Committee, or at such earlier time as provided
under the provisions of Section 8(i), the restrictions applicable to the
Restricted Shares shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section 8(k), the Company shall
deliver to the Participant or, in case of the Participant's death, to the
Participant's Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.

(f) A Participant's Restricted Share Award shall not be contingent on any
payment by or consideration from the Participant other than the rendering of
services.

(g) The Committee will have the discretion, as to any Restricted Share
Award, to award a separate cash amount, payable to the Participant at the time
when the forfeiture restrictions on the Restricted Shares lapse or at such
earlier time as the Participant may elect to be taxed with respect to such
Restricted Shares equal to (i) the federal income tax and the Section 4999
golden parachute excise tax, if any, payable with respect to the lapse of such
restrictions or with respect to such election, divided by (ii) one (1) minus
the total effective federal income and excise tax rate applicable as a result
of the lapse of such restrictions or a result of such election.

(h) Subject to Sections 8(i) and 8(j), Restricted Shares shall be
forfeited and returned to the Company and all rights of the Participant with
respect to such Restricted Shares shall terminate unless the Participant
continues in the service of the Company or a Subsidiary until the expiration of
the forfeiture period for such Restricted Shares and satisfies any and all
other conditions set forth in the Award Agreement. The Committee shall
determine the forfeiture period (which may, but need not, lapse in
installments) and any other terms and conditions applicable with respect to any
Restricted Share Award.

(i) Notwithstanding anything contained in this Section 8 to the contrary,
the Committee may, in its sole discretion, waive the forfeiture period and any
other conditions set forth in any Award Agreement under appropriate
circumstances (including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the date of an Award) and
subject to such terms and conditions (including forfeiture of a proportionate
number of the Restricted Shares) as the Committee shall deem appropriate.

(j) Unless otherwise provided by the Committee in the applicable Award
Agreement, in the event of a Change in Control, all restrictions applicable to
the Restricted Share Award shall terminate fully and the Participant shall
immediately have the right to the delivery of share certificates for such
shares in accordance with Section 8(e).

(k) The Company shall have the right to require a Participant to pay to
the Company the cash amount of any taxes which the Company is required to
withhold with respect to any amount payable and/or shares issuable under such
Participant's Award. The Company may defer payment of cash or issuance of
shares upon exercise or vesting of an Award unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines.


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9. ADJUSTMENTS TO REFLECT CAPITAL CHANGES

In the event that there is an increase in the number of issued shares of
the Common Stock by reason of any stock dividend, stock split, recapitalization
or other similar event, the total number of shares available for Awards under
the Plan, the maximum number of shares for which Awards may be granted to any
single individual in any calendar year and the number of shares remaining
subject to purchase under each outstanding Option shall be increased and the
Purchase Price per share of such outstanding Options shall be decreased, in
proportion to such increase in issued shares. Conversely, in case the issued
shares of Common Stock shall be combined into a smaller number of shares, the
total number of shares available for Awards under the Plan, the maximum number
of shares for which Awards may be granted to any single individual in any
calendar year and the number of shares remaining subject to purchase under each
outstanding Option shall be decreased and the Purchase Price per share of such
outstanding Options shall be increased, in proportion to such decrease in
issued shares. In the event of any Merger, the Committee may make such
adjustment in the shares available for Awards under the Plan, the maximum
number of shares for which Awards may be granted to any single individual in
any calendar year and the shares subject to outstanding Awards and the Purchase
Price thereof, if applicable, as the Committee, in its sole discretion, deems
appropriate. In the event of an exchange of Common Stock, or other securities
of the Company convertible into Common Stock, for the stock or securities of
another corporation, the Committee may, in its sole discretion, equitably
substitute such new stock or securities for a portion or all of the shares of
Common Stock subject to outstanding Awards.


10. AMENDMENT AND TERMINATION

This Plan may be amended or terminated at any time by the Board except
with respect to any Awards then outstanding, and any Award granted under this
Plan may be terminated at any time with the consent of the Participant. The
Board may make such changes in and additions to this Plan as it may deem proper
and in the best interest of the Company; provided, however, that no such action
shall, without the consent of the Participant, materially impair any Award
theretofore granted under this Plan; and provided, further, that no such action
shall be taken without the approval of the stockholders of the Company if such
stockholder approval is required under applicable law or the rules of the New
York Stock Exchange. Notwithstanding the foregoing, the Board may amend or
revise this Plan to comply with applicable laws or governmental regulations.


11. GENERAL PROVISIONS

(a) Each Option granted under this Plan shall be evidenced by a written
Award Agreement containing such terms and conditions as the Committee may
require, and no person shall have any rights under any Award granted under this
Plan unless and until such Award Agreement has been executed and delivered by
the Participant and the Company.

(b) In the event of any conflict between the terms of this Plan and any
provision of any Award Agreement, the terms of this Plan shall be controlling.

(c) No Participant or other person shall have any claim or right to be
granted an Award under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be retained
in the employ of the Company or any of its Subsidiaries. Unless otherwise
agreed by contract, the Company reserves the right to terminate its employment
relationship with any person at any time and for any reason.

(d) Income realized as a result of a grant or an exercise of any Award
under this Plan shall not be included in the Participant's earnings for the
purpose of any benefit plan in which the Participant may be enrolled or for
which the Participant may become eligible unless otherwise specifically
provided for in such plan.

(e) The obligation of the Company to sell and deliver shares of Common
Stock with respect to any Award granted hereunder shall be subject to, as
deemed necessary or appropriate by counsel for the Company, (i) all applicable
laws, rules and regulations and such approvals by any governmental agencies as
may be required, including, without limitation, the effectiveness of a
registration statement under the


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Securities Act of 1933, and (ii) the condition that such shares shall have been
duly listed on such stock exchanges as the Common Stock is then listed.


(f) Anything in this Plan to the contrary notwithstanding, it is expressly
agreed and understood that if any one or more provisions of this Plan shall be
illegal or invalid such illegality or invalidity shall not invalidate this Plan
or any other provisions thereof, but this Plan shall be effective in all
respects as though the illegal or invalid provisions had not been included.


(g) All determinations made and actions taken pursuant to the Plan shall
be governed by the laws of the State of Delaware, other than the conflict of
laws provisions thereof, and construed in accordance therewith.