Except as otherwise expressly set forth herein, the terms used in this Agreement that are defined in the Plan have the same meanings as in the Plan.  If the Award was granted to the Participant under the Company’s Long Term Incentive Plan, another Benefit Plan of the Company or is otherwise expressly subject to a Benefit Plan of the Company which covers the Participant, such as an employment or severance agreement, the Award also will be subject to the terms of such Benefit Plan.  This Agreement, the Plan and the Benefit Plans will be construed in a consistent manner.  In the event of conflict between the terms and conditions of this Agreement, the Plan and any of the Benefit Plans, the order of precedence will be as follows:  (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) any Benefit Plan that constitutes a long term incentive plan or other plan which covers equity awards issued under the Plan; (iii) the Plan; and (iv) this Agreement.