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[one year from Date of Grant]

[two years from Date of Grant]

[three years from Date of Grant]

(d)  

Method of Exercising and Payment for Shares.  The Option may be exercised by giving notice of the exercise under procedures established by the Company and making payment of the Exercise Price as follows.  To pay the Exercise Price, the Participant (i), unless prohibited by law, may deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the Exercise Price and Applicable Withholding Taxes, (ii) may deliver shares of Company Stock for which the holder thereof has good title, free and clear of all liens and encumbrances (valued at their Fair Market Value on the date of exercise) in satisfaction of all or any part of the Exercise Price, or (iii) may cause to be withheld from the Option shares, shares of Company Stock (valued at their Fair Market Value on the date of exercise) in satisfaction of all or any part of the Exercise Price.

(a)  

Exercise Following Death. In the event Participant dies while he is employed by the Company or any Subsidiary, before the exercise in full or expiration of this Option, Participant’s estate, or the person or persons to whom the rights under this Option shall have passed by will or the laws of descent and distribution, may exercise the vested portion of this Option at any time within one year after Participant’s death (but in any event before the Expiration Date of the Option).  

(b)  

Exercise Following Disability. In the event of termination of Participant’s employment by the Company or any Subsidiary by reason of disability under the Company’s Retirement Plan, Participant may exercise the vested portion of this Option at any time within one year following such termination of employment (but in any event before the Expiration Date of the Option).

(c)  

Exercise Following Termination of Employment Other Than Death or Disability. In the event Participant’s termination of employment with the Company or any Subsidiary (including due to retirement) occurs for reasons other than death, or disability and before the exercise in full or expiration of this Option, Participant may exercise the vested portion of this Option at any time within three months next following such termination of employment (but in any event before the Expiration Date of the Option).  

(a)  

The Participant shall acquire the shares of Company Stock issuable with respect to the Option for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “1933 Act”), and shall not dispose of any such Stock in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or “blue sky” laws;

(b)  

If any shares of Company Stock acquired with respect to the Option shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such Stock shall be made by the Participant under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the 1933 Act; and

(c)  

The Company shall have the authority to endorse upon the certificate or certificates representing the Shares acquired hereunder such legends referring to the foregoing restrictions.

(a)  

Adjustments to Shares. Subject to Plan Section 16, in the event of any merger, reorganization, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Stock or other change in corporate structure affecting the Stock, the Committee or Board if Directors of the Company may make such substitution or adjustments in the aggregate number and kind of shares of Company Stock subject to this Stock Option Award and the Exercise Price as it may determine, in its sole discretion, to prevent dilution or enlargement of rights.  

(b)  

Notices.  Any written notice required or permitted under this Award shall be deemed given when delivered personally, as appropriate, either to the Participant or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Participant at his or her address set forth above or such other address as he or she may designate in writing to the Company, or to the Attention: Corporate Secretary, at its headquarters office or such other address as the Company may designate in writing to the Participant.

(c)  

Failure To Enforce Not a Waiver.  The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or of any other provision hereof. 

(d)  

Governing Law.  All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the internal law, and not the law of conflicts, of the Commonwealth of Virginia, except that questions concerning the relative rights of the Company and the Participant with respect to Shares, shall be governed by the corporate law of the Commonwealth of Virginia.

(e)