MENTOR CORPORATION

2005 LONG-TERM INCENTIVE PLAN

1.         PURPOSE OF PLAN

            The purpose of this Mentor Corporation 2005 Long-Term Incentive Plan (this "Plan") of Mentor Corporation, a
            Minnesota corporation (the "Corporation"), is to promote the success of the Corporation and to increase
            shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and
            reward selected employees and other eligible persons.  This Plan amends and restates the Corporation's
            Amended 2000 Long-Term Incentive Plan.  The Share Limit set forth in Section 4.2 applies to awards granted
            under this Plan before and after this amendment and restatement of this Plan.  For purposes of clarity, no
            additional shares are added to the Share Limit as a result of this amendment and restatement.

2.         ELIGIBILITY

            The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons
            that the Administrator determines to be Eligible Persons.  An "Eligible Person" is any person who is either: (a) an
            officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the
            Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona
            fide services (other than services in connection with the offering or sale of securities of the Corporation or one of
            its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation
            or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this
            Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause
            (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation's
            eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the "Securities Act"), the
            offering and sale of shares issuable under this Plan by the Corporation or the Corporation's compliance with any
            other applicable laws.  An Eligible Person who has been granted an award (a "participant") may, if otherwise
            eligible, be granted additional awards if the Administrator shall so determine.  As used herein, "Subsidiary"
            means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially
            owned directly or indirectly by the Corporation; and "Board" means the Board of Directors of the Corporation.

3.         PLAN ADMINISTRATION

            3.1    The Administrator.  This Plan shall be administered by and all awards under this Plan shall be authorized
                    by the Administrator.  The "Administrator" means the Board or one or more committees appointed
                    by the Board or another committee (within its delegated authority) to administer all or certain aspects of this
                    Plan.  Any such committee shall be comprised solely of one or more directors or such number of directors as
                    may be required under applicable law.  A committee may delegate some or all of its authority to another
                    committee so constituted.  The Board or a committee comprised solely of directors may also delegate, to the
                    extent permitted by applicable law, to one or more officers of the Corporation, its powers under this Plan (a)
                    to designate the officers and employees of the Corporation and its Subsidiaries who will receive grants of
                    awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and
                    conditions of, such awards.  The Board may delegate different levels of authority to different committees
                    with administrative and grant authority under this Plan.  Unless otherwise provided in the Bylaws of the
                    Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting
                    Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming
                    the presence of a quorum or the unanimous written consent of the members of the Administrator shall
                    constitute action by the acting Administrator.

                    With respect to awards intended to satisfy the requirements for performance-based compensation under
                    Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), this Plan shall be
                    administered by a committee consisting solely of two or more outside directors (as this requirement is
                    applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such
                    requirement shall not affect the validity of the action of any committee otherwise duly authorized and
                    acting in the matter.  Award grants, and transactions in or involving awards, intended to be exempt
   

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                    under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
                    must be duly and timely authorized by the Board or a committee consisting solely of two or more
                    non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the
                    Exchange Act).  To the extent required by any applicable listing agency, this Plan shall be
                    administered by a committee composed entirely of independent directors (within the meaning of the
                    applicable listing agency).

            3.2    Powers of the Administrator.  Subject to the express provisions of this Plan, the Administrator is
                    authorized and empowered to do all things necessary or desirable in connection with the
                    authorization of awards and the administration of this Plan (in the case of a committee or delegation
                    to one or more officers, within the authority delegated to that committee or person(s)), including,
                    without limitation, the authority to:

                    (a)    determine eligibility and, from among those persons determined to be eligible, the particular
                            Eligible Persons who will receive an award under this Plan;

                    (b)    grant awards to Eligible Persons, determine the price at which securities will be offered or
                            awarded and the number of securities to be offered or awarded to any of such persons,
                            determine the other specific terms and conditions of such awards consistent with the express
                            limits of this Plan, establish the installments (if any) in which such awards shall become
                            exercisable or shall vest (which may include, without limitation, performance and/or time-based
                            schedules), or determine that no delayed exercisability or vesting is required, establish any
                            applicable performance targets, and establish the events of termination or reversion of such
                            awards;

                    (c)    approve the forms of award agreements (which need not be identical either as to type of award or
                            among participants);

                    (d)    construe and interpret this Plan and any agreements defining the rights and obligations of the
                            Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in
                            this Plan, and prescribe, amend and rescind rules and regulations relating to the administration
                            of this Plan or the awards granted under this Plan;

                    (e)    cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue,
                            suspend, or terminate any or all outstanding awards, subject to any required consent under
                            Section 8.6.5;

                    (f)     accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding
                            awards (in the case of options, within the maximum ten-year term of such awards) in such
                            circumstances as the Administrator may deem appropriate (including, without limitation, in
                            connection with a termination of employment or services or other events of a personal nature)
                            subject to any required consent under Section 8.6.5;

                    (g)    adjust the number of shares of Common Stock subject to any award, adjust the price of any or all
                            outstanding awards or otherwise change previously imposed terms and conditions, in such
                            circumstances as the Administrator may deem appropriate, in each case subject to Sections 4
                            and 8.6, and provided that in no case (except due to an adjustment contemplated by Section 7
                            or any repricing that may be approved by shareholders) shall such an adjustment constitute
                            a repricing (by amendment, cancellation and regrant, exchange or other means) of the per
                            share exercise price of any option;

                    (h)    determine the date of grant of an award, which may be a designated date after but not before the
                            date of the Administrator's action (unless otherwise designated by the Administrator, the date of
                            grant of an award shall be the date upon which the Administrator took the action granting an award);    

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                    (i)     determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof
                            and authorize the termination, conversion, substitution or succession of awards upon the
                            occurrence of an event of the type described in Section 7;

                    (j)     acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent
                            value, or other consideration; and 

                    (k)    determine the fair market value of the Common Stock or awards under this Plan from time to time
                            and/or the manner in which such value will be determined.

            3.3    Binding Determinations.  Any action taken by, or inaction of, the Corporation, any Subsidiary, or the
                    Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law
                    shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon
                    all persons.  Neither the Board nor any Board committee, nor any member thereof or person acting at
                    the direction thereof, shall be liable for any act, omission, interpretation, construction or determination
                    made in good faith in connection with this Plan (or any award made under this Plan), and all such persons
                    shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss,
                    damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the
                    fullest extent permitted by law and/or under any directors and officers liability insurance coverage that
                    may be in effect from time to time. 

            3.4    Reliance on Experts.  In making any determination or in taking or not taking any action under this Plan, the
                    Board or a committee, as the case may be, may obtain and may rely upon the advice of experts, including
                    employees and professional advisors to the Corporation.  No director, officer or agent of the Corporation or
                    any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in
                    good faith.

            3.5    Delegation.  The Administrator may delegate ministerial, non-discretionary functions to individuals who are
                    officers or employees of the Corporation or any of its Subsidiaries or to third parties.

4.        SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS

            4.1    Shares Available.  Subject to the provisions of Section 7.1, the capital stock that may be delivered under
                    this Plan shall be shares of the Corporation's authorized but unissued Common Stock and any shares of its
                    Common Stock held as treasury shares.  For purposes of this Plan, "Common Stock" shall mean the
                    common stock of the Corporation and such other securities or property as may become the subject of
                    awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under
                    Section 7.1.

            4.2    Share Limits.  The maximum number of shares of Common Stock that may be delivered pursuant to awards
                    granted to Eligible Persons under this Plan is 6,000,000 shares (the "Share Limit").  The following limits
                    also apply with respect to awards granted under this Plan:

                    (a)    The maximum number of shares of Common Stock that may be delivered pursuant to options qualified
                            as incentive stock options granted under this Plan is 6,000,000 shares.

                    (b)    The maximum number of shares of Common Stock subject to options that are granted during any
                            fiscal year to any individual under this Plan is 500,000 shares.

                    (c)    The maximum number of shares of Common Stock subject to all awards that are granted during any
                            fiscal year to any individual under this Plan is 500,000 shares.  This limit does not apply, however, to
                            shares delivered in respect of compensation earned but deferred.

                    (d)    Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3.

                    Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1,
                    and Section 8.10.  

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            4.3    Awards Settled in Cash, Reissue of Awards and Shares.  To the extent that an award is settled in cash
                    or a form other than shares of Common Stock, the shares that would have been delivered had there been no
                    such cash or other settlement shall not be counted against the shares available for issuance under this Plan.
                    In the event that shares of Common Stock are delivered in respect of a dividend equivalent right, only the
                    actual number of shares delivered with respect to the award shall be counted against the share limits of this
                    Plan.  To the extent that shares of Common Stock are delivered pursuant to the exercise of a stock option,
                    the number of underlying shares as to which the exercise related shall be counted against the applicable
                    share limits under Section 4.2, as opposed to only counting the shares actually issued.  Shares that are
                    subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to
                    vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent
                    awards under this Plan.  Refer to Section 8.10 for application of the foregoing share limits with respect to
                    assumed awards.  The foregoing adjustments to the share limits of this Plan are subject to any applicable
                    limitations under Section 162(m) of the Code with respect to awards intended as performance-based
                    compensation thereunder.

            4.4    Reservation of Shares; No Fractional Shares; Minimum Issue.  The Corporation shall at all times reserve
                    a number of shares of Common Stock sufficient to cover the Corporation's obligations and contingent
                    obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any
                    dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). 
                    No fractional shares shall be delivered under this Plan.  The Administrator may pay cash in lieu of any
                    fractional shares in settlements of awards under this Plan.  No fewer than 100 shares may be purchased on
                    exercise of any award (or, in the case of stock purchase rights, no fewer than 100 rights may be exercised
                    at any one time) unless the total number purchased or exercised is the total number at the time available
                    for purchase or exercise under the award.

5.        AWARDS

            5.1    Type and Form of Awards.  The Administrator shall determine the type or types of award(s) to be made
                    to each selected Eligible Person.  Awards may be granted singly, in combination or in tandem.  Awards
                    also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the
                    payment form for grants or rights under any other employee or compensation plan of the Corporation or
                    one of its Subsidiaries.  The types of awards that may be granted under this Plan are:

                    5.1.1    Stock Options.  A stock option is the grant of a right to purchase a specified number of shares of
                                Common Stock during a specified period as determined by the Administrator.  An option may be
                                intended as an incentive stock option within the meaning of Section 422 of the Code (an "ISO") or
                                a nonqualified stock option (an option not intended to be an ISO).  The award agreement for an
                                option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a
                                nonqualified stock option.  The maximum term of each option (ISO or nonqualified) shall be ten (10)
                                years.  The per share exercise price for each option shall be not less than 100% of the fair market
                                value of a share of Common Stock on the date of grant of the option, except in the case of a stock
                                option granted retroactively in tandem with or as a substitution for another award, the per share
                                exercise price may be no lower than the fair market value of a share of Common Stock on the date
                                such other award was granted (to the extent consistent with Sections 422 and 424 of the Code in
                                the case of options intended as incentive stock options).  When an option is exercised, the exercise
                                price for the shares to be purchased shall be paid in full in cash or such other method permitted by
                                the Administrator consistent with Section 5.5.

                    5.1.2    Additional Rules Applicable to ISOs.  To the extent that the aggregate fair market value
                                (determined at the time of grant of the applicable option) of stock with respect to which ISOs first
                                become exercisable by a participant in any calendar year exceeds $100,000, taking into account both
                                Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the
                                Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required
                           

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                                by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder),
                                such options shall be treated as nonqualified stock options.  In reducing the number of options treated
                                as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first.  To the
                                extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
                                Administrator may, in the manner and to the extent permitted by law, designate which shares of 
                                Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO.  ISOs may
                                only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term
                                "subsidiary" is used as defined in Section 424(f) of the Code, which generally requires an unbroken
                                chain of ownership of at least 50% of the total combined voting power of all classes of stock of each
                                subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). 
                                There shall be imposed in any award agreement relating to ISOs such other terms and conditions
                                as from time to time are required in order that the option be an "incentive stock option" as that term
                                is defined in Section 422 of the Code.  No ISO may be granted to any person who, at the time the
                                option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of
                                outstanding Common Stock possessing more than 10% of the total combined voting power of all
                                classes of stock of the Corporation, unless the exercise price of such option is at least 110% of
                                the fair market value of the stock subject to the option and such option by its terms is not
                                exercisable after the expiration of five years from the date such option is granted.

                    5.1.3    Other Awards.  The other types of awards that may be granted under this Plan include: (a) stock
                                bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, or
                                similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the
                                Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction
                                of performance criteria or other conditions, or any combination thereof; (b) any similar securities with
                                a value derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash
                                awards granted consistent with Section 5.2 below.

            5.2   Section 162(m) Performance-Based Awards.  Without limiting the generality of the foregoing, any of the
                    types of awards listed in Section 5.1.3 above may be, and options granted with an exercise price not less
                    than the fair market value of a share of Common Stock at the date of grant ("Qualifying Options")
                    typically will be, granted as awards intended to satisfy the requirements for "performance-based
                    compensation" within the meaning of Section 162(m) of the Code ("Performance-Based Awards").  The
                    grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of
                    Qualifying Options, may also depend) on the degree of achievement of one or more performance goals
                    relative to a pre-established targeted level or level using one or more of the Business Criteria set forth
                    below (on an absolute or relative basis) for the Corporation on a consolidated basis or for one or more of
                    the Corporation's subsidiaries, segments, divisions or business units, or any combination of the foregoing.
                    Any Qualifying Option shall be subject only to the requirements of Sections 5.2.1 and 5.2.3 in order for
                    such award to satisfy the requirements for "performance-based compensation" under Section 162(m) of the
                    Code.  Any other Performance-Based Award shall be subject to all of the following provisions of this
                    Section 5.2.

                    5.2.1     Class; AdministratorThe eligible class of persons for Performance-Based Awards under this
                                Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries.  The
                                Administrator approving Performance-Based Awards or making any certification required pursuant
                                to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as
                                performance-based compensation under Section 162(m) of the Code.

                    5.2.2     Performance GoalsThe specific performance goals for Performance-Based Awards (other than
                                Qualifying Options) shall be, on an absolute or relative basis, established based on one or more
                                of the following business criteria ("Business Criteria") as selected by the Administrator in its sole
                                discretion:  earnings per share, cash flow (which means cash and cash equivalents derived from
                                either net cash flow from operations or net cash flow from operations, financing and investing
                                activities), total shareholder return, gross revenue, revenue growth, operating income (before or
                                after taxes), net earnings (before or after interest, taxes, depreciation and/or amortization), return
                                on equity or on assets or on net investment, cost containment or reduction, or any combination
                                thereof.  These terms are used as applied under generally accepted accounting principles or in
                                the financial reporting of the Corporation or of its Subsidiaries.  To qualify awards as

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                                performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria,
                                as the case may be) and specific performance goal or goals ("targets") must be established and
                                approved by the Administrator during the first 90 days of the performance period (and, in the case
                                of performance periods of less than one year, in no event after 25% or more of the performance
                                period has elapsed) and while performance relating to such target(s) remains substantially
                                uncertain within the meaning of Section 162(m) of the Code.  Performance targets shall be
                                adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses,
                                accounting changes or other extraordinary events not foreseen at the time the targets were set
                                unless the Administrator provides otherwise at the time of establishing the targets.  The applicable
                                performance measurement period may not be less than three months nor more than 10 years.

                    5.2.3     Form of Payment; Maximum Performance-Based Award.  Grants or awards under this
                                Section 5.2 may be paid in cash or shares of Common Stock or any combination thereof.  Grants
                                of Qualifying Options to any one participant in any one fiscal year shall be subject to the limit set
                                forth in Section 4.2(b).  The maximum number of shares of Common Stock which may be delivered
                                pursuant to Performance-Based Awards (other than Qualifying Options and other than cash awards
                                covered by the following sentence) that are granted to any one participant in any one fiscal year
                                shall not exceed 100,000 shares, either individually or in the aggregate, subject to adjustment as
                                provided in Section 7.1.  In addition, the aggregate amount of compensation to be paid to any one
                                participant in respect of all Performance-Based Awards payable only in cash and not related to
                                shares of Common Stock and granted to that participant in any one fiscal year shall not exceed
                                $1,000,000.  Awards that are cancelled during the year shall be counted against these limits to the
                                extent permitted by Section 162(m) of the Code.

                    5.2.4    Certification of PaymentBefore any Performance-Based Award under this Section 5.2 (other than
                                Qualifying Options) is paid and to the extent required to qualify the award as performance-based
                                compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in
                                writing that the performance target(s) and any other material terms of the Performance-Based Award
                                were in fact timely satisfied.

                    5.2.5    Reservation of DiscretionThe Administrator will have the discretion to determine the restrictions
                                or other limitations of the individual awards granted under this Section 5.2 including the authority to
                                reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator
                                preserves such authority at the time of grant by language to this effect in its authorizing resolutions
                                or otherwise.

                    5.2.6    Expiration of Grant AuthorityAs required pursuant to Section 162(m) of the Code and the
                                regulations promulgated thereunder, the Administrator's authority to grant new awards that are
                                intended to qualify as performance-based compensation within the meaning of Section 162(m) of
                                the Code (other than Qualifying Options) shall terminate upon the first meeting of the Corporation's
                                shareholders that occurs in the fifth year following the year in which the Corporation's shareholders
                                first approve this restated Plan.

            5.3    Award Agreements.  Each award shall be evidenced by a written award agreement in the form approved by
                    the Administrator and executed on behalf of the Corporation and, if required by the Administrator, executed
                    by the recipient of the award.  The Administrator may authorize any officer of the Corporation (other than the
                    particular award recipient) to execute any or all award agreements on behalf of the Corporation.  The award
                    agreement shall set forth the material terms and conditions of the award as established by the Administrator
                    consistent with the express limitations of this Plan.

           5.4    Deferrals and Settlements.  Payment of awards may be in the form of cash, Common Stock, other awards
                    or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. 
                    The Administrator may also require or permit participants to elect to defer the issuance of shares or the
                    settlement of awards in cash under such rules and procedures as it may establish under this Plan.  The
                    Administrator may also provide that deferred settlements include the payment or crediting of interest or other
                    earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred
                    amounts are denominated in shares. 

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            5.5    Consideration for Common Stock or Awards.  The purchase price for any award granted under this Plan
                    or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any
                    lawful consideration as determined by the Administrator, including, without limitation, one or a combination
                    of the following methods:

                        services rendered by the recipient of such award;

                        cash, check payable to the order of the Corporation, or electronic funds transfer;

                        notice and third party payment in such manner as may be authorized by the Administrator;

                        the delivery of previously owned shares of Common Stock;

                        by a reduction in the number of shares otherwise deliverable pursuant to the award; or

                        subject to such procedures as the Administrator may adopt, pursuant to a "cashless exercise" with a
                         third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or
                         exercise of awards.

                    In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful
                    consideration for such shares or for consideration other than consideration permitted by applicable state law. 
                    In the event that the Administrator allows a participant to exercise an award by delivering shares of Common
                    Stock previously owned by such participant and unless otherwise expressly provided by the Administrator,
                    any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of a
                    stock option or otherwise) must have been owned by the participant at least six months as of the date of
                    delivery.  Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair
                    market value on the date of exercise.  The Corporation will not be obligated to deliver any shares unless and
                    until it receives full payment of the exercise or purchase price therefore and any related withholding
                    obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied.  Unless
                    otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate
                    or limit a participant's ability to pay the purchase or exercise price of any award or shares by any method
                    other than cash payment to the Corporation.

            5.6    Definition of Fair Market Value.  For purposes of this Plan, "fair market value" shall mean, unless otherwise
                    determined or provided by the Administrator in the circumstances, the closing price for a share of Common
                    Stock as reported on the composite tape for securities listed in the New York Stock Exchange
                    (the "Exchange") for the date in question or, if no sales of Common Stock were made on the Exchange on
                    that date, the closing price for a share of Common Stock as reported on said composite tape for the next
                    preceding day on which sales of Common Stock were made on the Exchange.  The Administrator may,
                    however, provide with respect to one or more awards that the fair market value shall equal the last closing
                    price for a share of Common Stock as reported on the composite tape for securities listed on the Exchange
                    available on the date in question or the average of the high and low trading prices of a share of Common
                    Stock as reported on the composite tape for securities listed on the Exchange for the date in question or the
                    most recent trading day.  If the Common Stock is no longer listed or is no longer actively traded on the
                    Exchange as of the applicable date, the fair market value of the Common Stock shall be the value as
                    reasonably determined by the Administrator for purposes of the award in the circumstances.  The
                    Administrator also may adopt a different methodology for determining fair market value with respect to one
                    or more awards if a different methodology is necessary or advisable to secure any intended favorable tax,
                    legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator
                    may provide that fair market value for purposes of one or more awards will be based on an average of
                    closing prices (or the average of high and low daily trading prices) for a specified period preceding the
                    relevant date). 

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            5.7    Transfer Restrictions.

                    5.7.1    Limitations on Exercise and Transfer.  Unless otherwise expressly provided in (or pursuant to) this
                                Section 5.7, by applicable law and by the award agreement, as the same may be amended, (a) all
                                awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
                                alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the
                                participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered
                                only to (or for the account of) the participant.

                    5.7.2    Exceptions.  The Administrator may permit awards to be exercised by and paid to, or otherwise
                                transferred to, other persons or entities pursuant to such conditions and procedures, including
                                limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in
                                writing.  Any permitted transfer shall be subject to compliance with applicable federal and state
                                securities laws and shall not be a transfer for value (other nominal consideration, settlement of
                                marital property rights, or for interests in an entity in which more than fifty percent of the voting
                                interests are held by the Eligible Person or by the Eligible Person's family members).

                    5.7.3    Further Exceptions to Limits on Transfer.  The exercise and transfer restrictions in
                                Section 5.7.1 shall not apply to:

                                (a)    transfers to the Corporation,

                                (b)    the designation of a beneficiary to receive benefits in the event of the participant's death
                                        or, if the participant has died, transfers to or exercise by the participant's beneficiary, or,
                                        in the absence of a validly designated beneficiary, transfers by will or the laws of descent
                                        and distribution,

                                (c)    subject to any applicable limitations on ISOs, transfers to a family member (or former family
                                        member) pursuant to a domestic relations order if approved or ratified by the Administrator,

                                (d)    if the participant has suffered a disability, permitted transfers or exercises on behalf of the
                                        participant by his or her legal representative, or

                                (e)    the authorization by the Administrator of "cashless exercise" procedures with third parties
                                        who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards
                                        consistent with applicable laws and the express authorization of the Administrator.

            5.8    International Awards.  One or more awards may be granted to Eligible Persons who provide services to the
                    Corporation or one of its Subsidiaries outside of the United States.  Any awards granted to such persons
                    may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this
                    Plan and approved by the Administrator.

6.        EFFECT OF TERMINATION OF SERVICE ON AWARDS

            6.1    General.  The Administrator shall establish the effect of a termination of employment or service on the rights
                    and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia,
                    the cause of termination and type of award.  If the participant is not an employee of the Corporation or one of
                    its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator
                    shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of
                    whether the participant continues to render services to the Corporation or one of its Subsidiaries and the
                    date, if any, upon which such services shall be deemed to have terminated.

 

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           6.2    Events Not Deemed Terminations of Service.  Unless the express policy of the Corporation or one of its
                    Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered
                    terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the
                    Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the
                    expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 90 days.
                    In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence,
                    continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries
                    may be suspended until the employee returns to service, unless the Administrator otherwise provides or
                    applicable law otherwise requires.  In no event shall an award be exercised after the expiration of the term
                    set forth in the award agreement.

            6.3    Effect of Change of Subsidiary Status.  For purposes of this Plan and any award, if an entity ceases to
                    be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred
                    with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible
                    Person in respect of another entity within the Corporation or another Subsidiary that continues as such
                    after giving effect to the transaction or other event giving rise to the change in status.

7.        ADJUSTMENTS; ACCELERATION

            7.1    Adjustments.  Upon or in contemplation of: any reclassification, recapitalization, stock split (including a
                    stock split in the form of a stock dividend) or reverse stock split ("stock split"); any merger, combination,
                    consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in
                    respect of the Common Stock (whether in the form of securities or property); any exchange of Common
                    Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction
                    in respect of the Common Stock; or a sale of all or substantially all the business or assets of the
                    Corporation as an entirety; then the Administrator shall, in such manner, to such extent (if any) and at
                    such time as it deems appropriate and equitable in the circumstances:

                    (a)    proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other
                            securities) that thereafter may be made the subject of awards (including the specific share limits,
                            maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type
                            of shares of Common Stock (or other securities or property) subject to any or all outstanding awards,
                            (3) the grant, purchase, or exercise price of any or all outstanding awards, (4) the securities, cash or
                            other property deliverable upon exercise or payment of any outstanding awards, or (5) (subject to
                            Section 8.8.3(a)) the performance standards applicable to any outstanding awards, or

                    (b)    make provision for a cash payment or for the assumption, substitution or exchange of any or all
                            outstanding share-based awards or the cash, securities or property deliverable to the holder of any or
                            all outstanding share-based awards, based upon the distribution or consideration payable to holders of
                            the Common Stock upon or in respect of such event.

                    The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable
                    in the event of a cash or property settlement and, in the case of options, but without limitation on other
                    methodologies, may base such settlement solely upon the excess if any of the per share amount payable
                    upon or in respect of such event over the exercise price of the award.  With respect to any award of an ISO,
                    the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO
                    without the consent of the affected participant.

                    In any of such events, the Administrator may take such action prior to such event to the extent that the
                    Administrator deems the action necessary to permit the participant to realize the benefits intended to be
                    conveyed with respect to the underlying shares in the same manner as is or will be available to shareholders
                    generally.  In the case of any stock split or reverse stock split, if no action is taken by the Administrator, the
                    proportionate adjustments contemplated by clause (a) above shall nevertheless be made.

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            7.2    Automatic Acceleration of Awards.  Upon a dissolution of the Corporation or other event described in
                    Section 7.1 that the Corporation does not survive (or does not survive as a public company in respect of its
                    Common Stock), then each then-outstanding option shall become fully vested, all shares of restricted stock
                    then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is
                    then outstanding shall become payable to the holder of such award; provided that such acceleration provision
                    shall not apply, unless otherwise expressly provided by the Administrator, with respect to any award to the
                    extent that the Administrator has made a provision for the substitution, assumption, exchange or other
                    continuation or settlement of the award, or the award would otherwise continue in accordance with its terms,
                    in the circumstances.

            7.3    Possible Acceleration of Awards.  Without limiting Section 7.2, in the event of a Change in Control Event
                    (as defined below), the Administrator may, in its discretion, provide that any outstanding option shall become
                    fully vested, that any share of restricted stock then outstanding shall fully vest free of restrictions, and that
                    any other award granted under this Plan that is then outstanding shall be payable to the holder of such
                    award.  The Administrator may take such action with respect to all awards then outstanding or only with
                    respect to certain specific awards identified by the Administrator in the circumstances.  For purposes of this
                    Plan, "Change in Control Event" means any of the following:

                    (a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                            the Exchange Act (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
                            under the Exchange Act) of more than 20% of either (1) the then-outstanding shares of common stock
                            of the Corporation (the "Outstanding Company Common Stock") or (2) the combined voting power of
                            the then-outstanding voting securities of the Corporation entitled to vote generally in the election of
                            directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of
                            this clause (a), the following acquisitions shall not constitute a Change in Control Event; (A) any
                            acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by
                            any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate
                            of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that
                            complies with Sections (c)(1), (2) and (3) below;

                    (b)    Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any
                            reason to constitute at least a majority of the Board; provided, however, that any individual becoming a
                            director subsequent to the Effective Date whose election, or nomination for election by the Corporation's
                            shareholders, was approved by a vote of at least two-thirds of the directors then comprising the
                            Incumbent Board (including for these purposes, the new members whose election or nomination was so
                            approved, without counting the member and his predecessor twice) shall be considered as though such
                            individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
                            whose initial assumption of office occurs as a result of an actual or threatened election contest with
                            respect to the election or removal of directors or other actual or threatened solicitation of proxies or
                            consents by or on behalf of a Person other than the Board;

                  (c)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar
                            corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of
                            all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another
                            entity by the Corporation or any of its Subsidiaries (each, a "Business Combination"), in each case
                            unless, following such Business Combination, (1) all or substantially all of the individuals and entities
                            that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding
                            Company Voting Securities immediately prior to such Business Combination beneficially own, directly
                            or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting
                            power of the then-outstanding voting securities entitled to vote generally in the election of directors, as
                            the case may be, of the entity resulting from such Business Combination (including, without limitation,
                            an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the
 

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                            Corporation's assets directly or through one or more subsidiaries (a "Parent")) in substantially the same
                            proportions as their ownership immediately prior to such Business Combination of the Outstanding
                            Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no
                            Person (excluding any entity resulting from such Business Combination or a Parent or any employee
                            benefit plan (or related trust) of the Corporation or such entity resulting from such Business
                            Combination or Parent) beneficially owns, directly or indirectly, more than 20% of, respectively, the
                            then-outstanding shares of common stock of the entity resulting from such Business Combination or
                            the combined voting power of the then-outstanding voting securities of such entity, except to the extent
                            that the ownership in excess of 20% existed prior to the Business Combination, and (3) at least a
                            majority of the members of the board of directors or trustees of the entity resulting from such Business
                            Combination or a Parent were members of the Incumbent Board at the time of the execution of the
                            initial agreement or of the action of the Board providing for such Business Combination; or

                    (d)    Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the
                            Corporation other than in the context of a transaction that does not constitute a Change in Control
                            Event under clause (c) above.

            7.4    Early Termination of Awards.  Any award that has been accelerated as required or contemplated by
                    Section 7.2 or 7.3 (or would have been so accelerated but for Section 7.5, 7.6 or 7.7) shall terminate upon the
                    related event referred to in Section 7.2 or 7.3, as applicable, subject to any provision that has been expressly
                    made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution,
                    assumption, exchange or other continuation or settlement of such award and provided that, in the case of
                    options that will not survive, be substituted for, assumed, exchanged, or otherwise continued or settled in the
                    transaction, the holder of such award shall be given reasonable advance notice of the impending termination
                    and a reasonable opportunity to exercise his or her outstanding options in accordance with their terms before
                    the termination of such awards (except that in no case shall more than ten days' notice of accelerated vesting
                    and the impending termination be required and any acceleration may be made contingent upon the actual
                    occurrence of the event).

            7.5    Other Acceleration Rules.  Any acceleration of awards pursuant to this Section 7 shall comply with
                    applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the
                    circumstances require, may be deemed by the Administrator to occur a limited period of time not greater
                    than 30 days before the event.  Without limiting the generality of the foregoing, the Administrator may deem
                    an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an
                    award if an event giving rise to an acceleration does not occur.  The Administrator may override the
                    provisions of Section 7.2, 7.3, 7.4 and/or 7.6 by express provision in the award agreement and may accord
                    any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or
                    otherwise, in such circumstances as the Administrator may approve.  The portion of any ISO accelerated in
                    connection with a Change in Control Event or any other action permitted hereunder shall remain exercisable
                    as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded.  To the extent
                    exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under
                    the Code.

            7.6    Possible Rescission of Acceleration.  If the vesting of an award has been accelerated expressly in
                    anticipation of an event or upon shareholder approval of an event and the Administrator later determines that
                    the event will not occur, the Administrator may rescind the effect of the acceleration as to any then
                    outstanding and unexercised or otherwise unvested awards.

            7.7    Golden Parachute Limitation.  Notwithstanding anything else contained in this Section 7 to the contrary,
                    in no event shall an award be accelerated under this Plan to an extent or in a manner which would not be
                    fully deductible by the Corporation or one of its Subsidiaries for federal income tax purposes because of
                    Section 280G of the Code, nor shall any payment hereunder be accelerated to the extent any portion of
                    such accelerated payment would not be deductible by the Corporation or one of its Subsidiaries because
                    of Section 280G of the Code.  If a participant would be entitled to benefits or payments hereunder and under
                    any other plan or program that would constitute "parachute payments" as defined in Section 280G of the
                    Code, then the participant may by written notice to the Corporation designate the order in which such
 

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                    parachute payments will be reduced or modified so that the Corporation or one of its Subsidiaries is not
                    denied federal income tax deductions for any "parachute payments" because of Section 280G of the Code. 
                    Notwithstanding the foregoing, if a participant is a party to an employment or other agreement with the
                    Corporation or one of its Subsidiaries, or is a participant in a severance program sponsored by the
                    Corporation or one of its Subsidiaries, that contains express provisions regarding Section 280G and/or
                    Section 4999 of the Code (or any similar successor provision), the Section 280G and/or Section 4999
                    provisions of such employment or other agreement or plan, as applicable, shall control as to any awards
                    held by that participant (for example, and without limitation, a participant may be a party to an employment
                    agreement with the Corporation or one of its Subsidiaries that provides for a "gross-up" as opposed to a
                    "cut-back" in the event that the Section 280G thresholds are reached or exceeded in connection with a
                    change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment
                    agreement shall control as to any awards held by that participant).

8.        OTHER PROVISIONS

            8.1    Compliance with Laws.  This Plan, the granting and vesting of awards under this Plan, the offer, issuance
                    and delivery of shares of Common Stock, the acceptance of promissory notes and/or the payment of money
                    under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules
                    and regulations (including but not limited to state and federal securities law, federal margin requirements)
                    and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel
                    for the Corporation, be necessary or advisable in connection therewith.  The person acquiring any securities
                    under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and
                    representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or
                    desirable to assure compliance with all applicable legal and accounting requirements.

            8.2    No Rights to Award.  No person shall have any claim or rights to be granted an award (or additional
                    awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a
                    document other than this Plan) to the contrary.

            8.3    No Employment/Service Contract.  Nothing contained in this Plan (or in any other documents under this
                    Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the
                    employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of
                    employment or other service or affect an employee's status as an employee at will, nor shall interfere in any
                    way with the right of the Corporation or one of its Subsidiaries to change a person's compensation or other
                    benefits, or to terminate his or her employment or other service, with or without cause.  Nothing in this
                    Section 8.3, however, is intended to adversely affect any express independent right of such person under a
                    separate employment or service contract other than an award agreement.

            8.4    Plan Not Funded.  Awards payable under this Plan shall be payable in shares or from the general assets
                    of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of
                    such awards.  No participant, beneficiary or other person shall have any right, title or interest in any fund or
                    in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the
                    Corporation or one of its Subsidiaries by reason of any award hereunder.  Neither the provisions of this Plan
                    (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the
                    provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship
                    between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person.  To the
                    extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any
                    award hereunder, such right shall be no greater than the right of any unsecured general creditor of the
                    Corporation.

            8.5    Tax Withholding.  Upon any exercise, vesting, or payment of any award or upon the disposition of shares
                    of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period
                    requirements of Section 422 of the Code, the Corporation or one of its Subsidiaries shall have the right at its
                    option to:

                    (a)    require the participant (or the participant's personal representative or beneficiary, as the case may be)
                            to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or
                            one of its Subsidiaries may be required to withhold with respect to such award event or payment; or

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                    (b)    deduct from any amount otherwise payable in cash to the participant (or the participant's personal
                            representative or beneficiary, as the case may be) the minimum amount of any taxes which the
                            Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.

                    In any case where a tax is required to be withheld in connection with the delivery of shares of Common
                    Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at
                    the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject
                    to such conditions as the Administrator may establish, to have the Corporation reduce the number of
                    shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent
                    manner at their fair market value or at the sales price in accordance with authorized procedures for
                    cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting
                    or payment.  In no event shall the shares withheld exceed the minimum whole number of shares required for
                    tax withholding under applicable law.  The Corporation may, with the Administrator's approval, accept one or
                    more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the
                    exercise, vesting or payment of any award under this Plan; provided that any such note shall be subject to
                    terms and conditions established by the Administrator and the requirements of applicable law. 

            8.6    Effective Date, Termination and Suspension, Amendments.

                    8.6.1    Effective Date.  This Plan is effective as of July 25, 2005, the date of its approval by the Board
                                (the "Effective Date").  This Plan shall be submitted for and subject to shareholder approval no
                                later than twelve months after the Effective Date.  Unless earlier terminated by the Board, this
                                Plan shall terminate at the close of business on the day before the tenth anniversary of the
                                Effective Date.  After the termination of this Plan either upon such stated expiration date or its
                                earlier termination by the Board, no additional awards may be granted under this Plan, but
                                previously granted awards (and the authority of the Administrator with respect thereto, including
                                the authority to amend such awards) shall remain outstanding in accordance with their applicable
                                terms and conditions and the terms and conditions of this Plan.

                    8.6.2    Board Authorization.  The Board may, at any time, terminate or, from time to time, amend,
                                modify or suspend this Plan, in whole or in part.  No awards may be granted during any period
                                that the Board suspends this Plan.

                    8.6.3    Shareholder Approval.  To the extent then required by applicable law or any applicable listing
                                agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax
                                consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to
                                this Plan shall be subject to shareholder approval.

                    8.6.4     Amendments to Awards.  Without limiting any other express authority of the Administrator under
                                (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may
                                waive conditions of or limitations on awards to participants that the Administrator in the prior exercise
                                of its discretion has imposed, without the consent of a participant, and (subject to the requirements
                                of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards.  Any
                                amendment or other action that would constitute a repricing of an award is subject to the limitations
                                set forth in Section 3.2(g).

                    8.6.5     Limitations on Amendments to Plan and Awards.  No amendment, suspension or termination of
                                this Plan or amendment of any outstanding award agreement shall, without written consent of the
                                participant, affect in any manner materially adverse to the participant any rights or benefits of the
                                participant or obligations of the Corporation under any award granted under this Plan prior to the
                                effective date of such change.  Changes, settlements and other actions contemplated by Section 7
                                shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

            8.7    Privileges of Stock Ownership.  Except as otherwise expressly authorized by the Administrator or this
                    Plan, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common
                    Stock not actually delivered to and held of record by the participant.  No adjustment will be made for
                    dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

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            8.8    Governing Law; Construction; Severability.

                    8.8.1    Choice of Law.  This Plan, the awards, all documents evidencing awards and all other related
                                documents shall be governed by, and construed in accordance with the laws of the State
                                of Minnesota.

                    8.8.2    Severability.  If a court of competent jurisdiction holds any provision invalid and unenforceable,
                                the remaining provisions of this Plan shall continue in effect.

                    8.8.3    Plan Construction.

                                (a)    Rule 16b-3.  It is the intent of the Corporation that the awards and transactions permitted
                                        by awards be interpreted in a manner that, in the case of participants who are or may
                                        be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible
                                        with the express terms of the award, for exemption from matching liability under Rule 16b-3
                                        promulgated under the Exchange Act.  Notwithstanding the foregoing, the Corporation shall
                                        have no liability to any participant for Section 16 consequences of awards or events under
                                        awards if an award or event does not so qualify.

                            (b)    Section 162(m).  Awards under Section 5.1.3 to persons described in Section 5.2 that are
                                        either granted or become vested, exercisable or payable based on attainment of one or
                                        more performance goals related to the Business Criteria, as well as Qualifying Options
                                        granted to persons described in Section 5.2, that are approved by a committee composed
                                        solely of two or more outside directors (as this requirement is applied under Section 162(m)
                                        of the Code) shall be deemed to be intended as performance-based compensation within
                                        the meaning of Section 162(m) of the Code unless such committee provides otherwise at
                                        the time of grant of the award.  It is the further intent of the Corporation that (to the extent
                                        the Corporation or one of its Subsidiaries or awards under this Plan may be or become
                                        subject to limitations on deductibility under Section 162(m) of the Code) any such awards
                                        and any other Performance-Based Awards under Section 5.2 that are granted to or held
                                        by a person subject to Section 162(m) will qualify as performance-based compensation
                                        or otherwise be exempt from deductibility limitations under Section 162(m).

            8.9   Captions.  Captions and headings are given to the sections and subsections of this Plan solely as a
                    convenience to facilitate reference.  Such headings shall not be deemed in any way material or
                    relevant to the construction or interpretation of this Plan or any provision thereof.

            8.10  Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
                    Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of
                    employee stock options, restricted stock or other stock-based awards granted by other entities to
                    persons who are or who will become Eligible Persons in respect of the Corporation or one of its
                    Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting
                    entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or
                    indirectly, of all or a substantial part of the stock or assets of the employing entity.  The awards so
                    granted need not comply with other specific terms of this Plan, provided the awards reflect only
                    adjustments giving effect to the assumption or substitution consistent with the conversion applicable to
                    the Common Stock in the transaction and any change in the issuer of the security.  Any shares that
                    are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result
                    of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by
                    an acquired company (or previously granted by a predecessor employer (or direct or indirect parent
                    thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in
                    connection with a business or asset acquisition or similar transaction) shall not be counted against the
                    Share Limit or other limits on the number of shares available for issuance under this Plan.

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            8.11  Non-Exclusivity of Plan.  Nothing in this Plan shall limit or be deemed to limit the authority of the
                    Board or the Administrator to grant awards or authorize any other compensation, with or without
                    reference to the Common Stock, under any other plan or authority.

            8.12  No Corporate Action Restriction.  The existence of this Plan, the award agreements and the awards
                    granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the
                    shareholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization
                    or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger,
                    amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any
                    issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital
                    stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the
                    Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the
                    Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any
                    Subsidiary.  No participant, beneficiary or any other person shall have any claim under any award or
                    award agreement against any member of the Board or the Administrator, or the Corporation or any
                    employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

            8.13  Other Company Benefit and Compensation Programs.  Payments and other benefits received by a
                    participant under an award made pursuant to this Plan shall not be deemed a part of a participant's
                    compensation for purposes of the determination of benefits under any other employee welfare or benefit
                    plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the
                    Administrator expressly otherwise provides or authorizes in writing.  Awards under this Plan may be
                    made in addition to, in combination with, as alternatives to or in payment of grants, awards or
                    commitments under any other plans or arrangements of the Corporation or its Subsidiaries.

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