1976 Stock Option Plan
Effective May 25, 1988
It is the purpose of this Plan to encourage those employees of the Company and its subsidiaries upon whom rests
major responsibility for the success of the business to remain with the Company and to put forth their maximum
efforts in its behalf, by giving them a more vital interest in the success of the Company and a closer identity with it
through stock ownership; and, for the future, to ensure that the Company will be able to obtain the services of
exceptional management personnel in key positions.
II. SCOPE OF THE PLAN
There will be reserved for issue upon the exercise of options granted from time to time under this Plan, an
aggregate number of treasury shares of Common Stock of the Company of the par value of $1.00* per share not
to exceed 8,600,000* subject to adjustment as provided in Article XI hereof.
The aggregate number of shares as to which options given pursuant to this Plan have been or may validly be
exercised shall not, with respect to any single employee, exceed 400,000* shares, subject to adjustment as
provided in Article XI hereof. If an option shall expire or terminate for any reason without having been exercised
in full, the shares which have not been purchased under such option shall again become available for the purposes
of the Plan. No option shall be granted under this Plan subsequent to March 22, 1998.
The Plan shall be administered by the Policy Committee of the Board of Directors (hereinafter referred to as the
"Committee"), consisting of those directors of the Company who are not also officers or employees of the
Company. The Committee, at any time and from time to time on or after May 26, 1976 and prior to March 22,
1998, may grant options, which may be options that are "incentive stock options" under the Internal Revenue
Code as in effect from time to time ("incentive options"), or which may be options that are not such "incentive