Exhibit 10.5 Non-Qualified Stock Option Plan, Administrative Rules and Agreement under which officers of the Company were eligible to receive options to purchase an aggregate of 798,600 shares (restated for the 2-for-1 stock split effective February...

Exhibit 10.5

Non-Qualified Stock Option Plan, Administrative Rules and Agreement under  
which officers of the Company were eligible to receive options to purchase an 
aggregate of 798,600 shares (restated for the 2-for-1 stock split effective 
February 1998 and the 10 percent common stock dividends effective in 1998, 1997 
and 1996) of the Company's $2.50 par value common stock.  This Non-Qualified 
Stock Option Plan, Administrative Rules and Agreement is incorporated by 
reference from Form 10-K of Xxxxxxx Xxxxx, Inc. for the year ended December 31, 
1997.
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