Extract to table

The Plan shall be construed and administered accordingly

ARTICLE II: DEFINITIONS Wherever used in the Plan, the following terms shall have the meanings set forth below

Terms not otherwise defined herein shall have the meanings ascribed to them under the Code, the Exchange Act, or applicable rules of the New York Stock Exchange, as the context requires

Each member of the Committee shall qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and shall satisfy the independence requirements of the New York Stock Exchange

If at any time the Board has not appointed a Committee, the Board shall serve as the Committee for all purposes under the Plan

Only employees of a Designated Subsidiary (and not employees of any non-designated Subsidiary) shall be eligible to participate in the Plan