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EXHIBIT 99.3
Amendment No. 2 to 1998 Stock Incentive Plan
The following new section 17.8 shall be added to Section 17 of the Company's 1998 Stock Incentive Plan (the "Plan"):
17.8 The Plan Administrator shall be prohibited from canceling, reissuing or modifying Awards under this Plan if such action will have the effect of re-pricing the Optionee's Award.
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