Is this what you were referring to?

the terms and conditions of the Plan, the Committee may modify, extend or renew

outstanding options granted under the Plan, or accept the surrender of

outstanding options (to the extent not exercised) and authorize the granting of

new options in substitution therefor

5.10 Other Provisions. The Stock Option Agreements shall contain

such other provisions, including without limitation, restrictions or conditions

upon the exercise of options, as the Committee shall deem advisable

S-8 Sub Doc 2 (Filed: 26-03-2001)