E.    CONDITIONS FOR PARTICIPATION

            In order to receive the benefits provided by the Plan (i.e., to become a Participant), an Eligible Employee must satisfy all of the following conditions:

            1.        Execution of Releases or Other Agreements

            An Eligible Employee will not become a Participant unless he or she elects to retire under this Plan by signing, dating, and delivering the following forms, which are provided in the official Plan notification package for each Eligible Employee, to the person designated by the Plan Administrator, on or before 4:30 p.m. (EDT) on September 8, 2005, and such person is in actual receipt of the forms by such time and date:

                         (a)    a Separation Agreement and General Release ("Separation Agreement"),

                         (b)    the Acceptance Form (the form must contain both the Eligible Employee’s and applicable HET member’s (or CEO’s, if the Eligible Employee is an HET member) (and CPO’s and CEO’s, if Retirement Date is beyond December 31, 2005) approval of the Retirement Date, otherwise the form is not effective), and

                         (c)    such other instruments as the Plan Administrator or Company may require.

An Eligible Employee will not become a Participant if he or she revokes the Separation Agreement (in the manner specified therein) within 7 days after signing and dating it.

            2.        No Termination of Employment Prior to Retirement Date

            An Eligible Employee will not become a Participant and will not be eligible for benefits under the Plan if his or her employment is terminated for any of the following reasons on or before his or her Retirement Date:

                         (a)    resignation or voluntarily quit after July 21, 2005; or

                         (b)    discharge by the Company for Cause or terminated for failure to satisfy minimum job performance requirements during any probationary employment period.

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            3.        Effective Termination

                         (a)     An Eligible Employee must actually cease performing services with the Company as of his or her Retirement Date or such other date during the Retirement Window as the Eligible Employee and the Plan Administrator shall mutually agree in writing.

                         (b)     Notwithstanding the foregoing, the requirement set forth in Section E.3.(a) above will not apply to an otherwise Eligible Employee who has made a valid election to retire under this Plan and whose employment subsequently is terminated before his or her Retirement Date by reason of his or her death, provided that he or she satisfies the requirements of Sections E.1. and E.2. at the time of his or her death.

E.    CONDITIONS FOR PARTICIPATION

            In order to receive the benefits provided by the Plan (i.e., to become a Participant), an Eligible Employee must satisfy all of the following conditions:

            1.        Execution of Releases or Other Agreements

            An Eligible Employee will not become a Participant unless he or she elects to terminate his or her employment with the Company under the Plan by signing, dating, and delivering the following forms, which are provided in the official Plan notification package for each Eligible Employee, to the person designated by the Plan Administrator, on or before 4:30 p.m. (EDT) on September 8, 2005, and such person is in actual receipt of the forms by such time and date:

                          (a)  a Separation Agreement and General Release ("Separation Agreement"),

                          (b)  the Acceptance Form (the form must contain both the Eligible Employee’s and HET member’s (or CEO’s, if the Eligible Employee is an HET member) approval of the Separation Date, otherwise the form is not effective), and

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                          (c)  such other instruments as the Plan Administrator or Company may require.

            If the Eligible Employee’s Separation Date is modified by the HET (or, if the Eligible Employee is a member of the HET, the CEO), or the CPO and CEO reject a proposed 2006 Separation Date, the Plan Administrator will return the Acceptance Form and Separation Agreement to the Eligible Employee by September 19, 2005. The Eligible Employee must re-sign and re-date the Acceptance Form and Separation Agreement in accordance with the instructions on those documents and deliver the re-signed and re-dated Acceptance Form and Separation Agreement to the person designated by the Plan Administrator, on or before 4:30 p.m. (EDT) on the seventh (7^th) calendar day following receipt of approval and date change, and such person must be in actual receipt of the re-signed and re-dated Acceptance Form and Separation Agreement by such time and date. Otherwise, the Eligible Employee will not become a Participant.

            Notwithstanding the foregoing, an Eligible Employee will not become a Participant if he or she revokes the Separation Agreement (in the manner specified therein) within 7 days after signing and dating it. If the Eligible Employee’s Separation Date is modified by the HET (or, if the Eligible

Employee is a member of the HET, the CEO), or the CPO and CEO reject a proposed 2006 Separation Date, he or she will have an additional 7 days from the date he or she re-signs and re-dates the Acceptance Form and Separation Agreement to revoke the Separation Agreement.

            2.        No Termination of Employment Prior to Separation Date

        An Eligible Employee will not become a Participant and will not be eligible for benefits under the Plan if his or her employment is terminated for any of the following reasons on or before his or her Separation Date:

                          (a)        resignation or voluntarily quit after July 21, 2005; or

                          (b)        discharge by the Company for Cause or terminated for failure to satisfy minimum job performance requirements during any probationary employment period.

            3.        Effective Termination

                          (a)        An Eligible Employee must actually cease performing services with the Company as of his or her Separation Date, or such other date during the Separation Window as the Eligible Employee and the Plan Administrator shall mutually agree in writing.

                          (b)        Notwithstanding the foregoing, the requirement set forth in Section E.3.(a) above will not apply to an otherwise Eligible Employee who has made a valid election to terminate his or her employment under the Plan and whose employment subsequently is terminated before his or her Separation Date by reason of his or her death, provided that he or she satisfies the requirements of Sections E.1. and E.2. at the time of his or her death.

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