NON-QUALIFIED STOCK OPTION AGREEMENT. Except as provided by this Agreement, the Option granted shall be irrevocable.

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Except as provided herein, the Option shall impose no obligation on Executive to exercise such Option. This Option may not be exercised for fractional Common Shares. Rights in the Event of Retirement or Disability.

All distributees shall be subject to all of the terms and conditions of this Agreement to the same extent as would Executive if still alive. This Option, and the rights and privileges conferred by it, may not be subjected to execution, attachment or similar process. Provisions of the Plan Control.

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan. The Plan empowers the Committee to make interpretations, rules and regulations under it.

Executive shall pay all taxes applicable to the grant or exercise of this Option. Rights in the Event of a Change in Control.

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Method of Exercising Option. Prohibition Against Transfer, Pledge, and Attachment. Number of Shares Optioned; Option Price.

Time Limitations on Exercise of Option.