Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

[Section 409A]. This PSU award is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“[Section 409A]”) and shall be interpreted and construed consistently therewith. In no event shall either the Participant or the Company have the right to accelerate or defer delivery of the Shares to a date or event other than as set forth herein except to the extent specifically permitted or required by [Section 409A]. In the event that the Participant is a “specified employee” within the meaning of [Section 409A] and the Shares are to be delivered in connection with the termination of the Participant’s employment, the delivery of the Shares and any dividends payable under Section 3 in connection with such delivery shall be delayed until the date that is six months and one day following the date of the Participant’s termination of employment if required to avoid the imposition of additional taxes under Section 409A. Solely for purposes of determining when the Shares (and any dividends payable under Section 3) may be delivered in connection with the Participant’s termination of employment, such termination of employment must constitute a “separation from service” within the meaning of [Section 409A]. Solely to the extent necessary to comply with Section 409A, any Change in Control Event must also constitute a “Change in Control Event” as described in Treasury Regulation Section 1.409A-3(i)(5).

[Section 409A]. The Incentive Bonus is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”), and accordingly, this Agreement shall be interpreted in a manner consistent therewith. Notwithstanding the foregoing, the Company makes no representations that the Incentive Bonus is exempt from, or compliant with, [Section 409A] and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that you may incur on account of non-compliance with Section 409A.

[Section 2.8] of the Plan is deleted in its entirety and replaced with the following:

[Section 3.3(e)] of the Plan is deleted in its entirely and replaced with the following:

[Section 409A]. The payments and benefits provided hereunder are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (collectively, “[Section 409A]”), and will be interpreted, operated and administered in a manner consistent with that intent.

[Section 5.1(b)(1)(C)] (setting forth certain distribution options for the amount credited to a Participant’s Active SRSP Account) is hereby amended by adding thereto to [clauses (iii) and (iv)])], such that it shall read as follows effective for distribution elections or changes to distribution elections made on or after such date as the Committee shall designate:

[Section 7.6] of the Agreement is hereby amended and restated to read as follows:

Section Captions. Section captions used in this Agreement are for convenience and reference only and shall not affect the construction of this Agreement.

[Section 7.01(a)] is hereby amended by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and by deleting the stricken text (indicated textually in the same manner as the following example: stricken text):