The Company shall establish and maintain, as appropriate, separate unfunded Stock Unit Accounts for each Director who has elected that any portion of his or her Deferred Cash Compensation be credited to a Stock Unit Account.

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

SECTION # DISTRIBUTION 11

Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 3.

Adjustments of Accounts. On each Valuation Date, the Plan Administrator shall cause the value of the Account (or subaccount) to be increased (or decreased) for distributions, withdrawals, credits, debits and investment income, gains or losses charged to the Account.

All credits to a Deferral Account of a Participant shall be deemed to be invested in such Investment Fund or Funds as the Participant shall elect from time to time in accordance with Article 5. The number of shares of Stock to be credited to a Participant’s Account by virtue of a Participant’s initial election to invest a portion of a Deferral in the Company Stock Fund shall be determined on the date of the Deferral in accordance with such procedures as the Committee shall establish, based on the weighted average price paid for all shares of Stock purchased by the Trustee and deposited in the Trust on that date pursuant to Article 6. If a Participant has any portion of a Deferral in the Company Stock Fund on the record date for a dividend to be paid on the Company’s Stock, an amount determined at a per share rate equivalent to such dividend shall be credited to the Participant’s Account as of the payment date for such dividend, and such amount shall be deemed to be reinvested in the Company Stock Fund. Notwithstanding the preceding provisions of this Section 4.2, # all credits to a Deferral Account of a Participant relating to a deferred Stock Award granted prior to March 17, 2005 (and dividends thereon), shall be deemed to be invested in the Company Stock Fund until six (6) months and one (1) day following the expiration of the restrictions applicable to such Award, unless otherwise determined by the Committee at or after the deferral of such Award, and, thereafter, the preceding provisions of this Section 4.2 shall apply, and # all credits to a Deferral Account of a Participant relating to a deferred Stock Award granted on or after March 17, 2005 (including dividends thereon), shall be deemed to be invested in the Company Stock Fund until the balance of such Deferral Account has been distributed in accordance with Article 3.

As of each Valuation Date, the net gain or loss of each Investment Fund shall be allocated among the appropriate Deferral Accounts in accordance with such procedures as the Committee shall establish, which procedures shall apply uniformly to all Participants.

All credits to each Deferral Account of each Participant shall be recorded as a liability on the books of the Company. However, no Participant or Beneficiary shall have any proprietary rights of any nature with respect to any Account of any Participant or with respect to any funds, securities or other property owned by the Company or any Affiliated Company that is held in the Trust or that otherwise may be represented from time to time by Investment Funds. All payments under the Plan shall be made from the Trust or from the Company's general funds and in no event shall any Participant or Beneficiary have any claims or rights to any payment hereunder that are superior to any claims or rights of any general creditor of the Company.

Charges to Accounts. When a Valuation Date occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary.

Vesting in Accounts. A Participant’s vested interest in his or her Account shall be based on his or her Vesting Years in accordance with the following table, subject to the balance of this Section 9: