Share Adjustments. If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in [Section 8] of the Plan, then proportionate adjustments shall made to the number of shares of Common Stock in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Section # Adjustment of Shares. As provided by the Plan, in the event of any changesincrease or decrease in the number or value of issued shares of Common Stock by reasonresulting from a stock split, stock dividend, combination or exchange of stock dividends, stock splits, reverse stock splits, recapitalizations, mergersshares, exchange for other securities, reclassification, reorganization, recapitalization, or any other events as statedincrease or decrease in [Section 8] of the Plan, then proportionate adjustments shall made to the number of outstanding shares of Common Stock in ordereffected without consideration to the Company, the specified number of Shares shall be proportionately adjusted to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock underrights granted to, or available for, the Plan.Director hereunder.

If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergersmergers, consolidations, or other events as stated in [Section 8]that increase or decrease the number or value of the Plan,issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock (i) available for issuance under the Plan pursuant to [Section 5] above, (ii) covered by an unvested grant of Restricted Stock, and (iii) credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Adjustments in Event of Change in Common Stock. In the event of any changeschange in the number or value of shares of Common Stock by reason of any stock dividends, stock splits, reverse stock splits, recapitalizations, mergersdividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or other events as stated in [Section 8]exchange of shares, or rights offering to purchase Stock at a price substantially below fair market value, or of any similar change affecting the Plan, then proportionate adjustments shall made toStock, the number and kind of shares which thereafter may be available for issuance under the Plan and the terms of Common Stockoutstanding Awards shall be appropriately adjusted consistent with such change in ordersuch manner as the Committee may deem equitable to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock underrights granted to, or available for, Participants in the Plan. If the adjustment would result in fractional shares with respect to an Award, then the Committee may make such further adjustment (including, without limitation, the use of consideration other than Stock or rounding to the nearest whole number of shares) as the Committee shall deem appropriate to avoid the issuance of fractional shares.

If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergersmergers, consolidations, or other events as stated in [Section 8]that increases or decreases the number or value of the Plan,issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock # available for issuance under the Plan pursuant to [Section 5] above, # covered by an unvested grant of Restricted Stock, and # credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Adjustments. If there areIn the event that any changesextraordinary dividend or other distribution (whether in the numberform of cash, Shares, other securities, or value of shares of Common Stock by reason ofother property), recapitalization, stock dividends, stock splits,split, reverse stock splits, recapitalizations, mergerssplit, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other events as stated in [Section 8]securities of the Plan, then proportionate adjustments shall made toCompany, or other change in the numbercorporate structure of shares of Common Stockthe Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent dilutiondiminution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stockbenefits or potential benefits intended to be made available under the Plan.Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and numerical Share limits in [Section 3].

In the event of any changes inrecapitalization, reorganization, merger, consolidation, spin-off, combination, share exchange, stock split or reverse split, liquidation, dissolution, or other similar corporate transaction or event that affects the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in [Section 8] ofsuch that the Plan, then proportionate adjustments shall made to the number of shares of Common StockCommittee determines that an adjustment is appropriate in order to prevent dilution or enlargement of rights. This provision does not, however, authorizeEligible Directors’ rights under the deliveryPlan, the Committee may make an adjustment in the number of a fractional shareshares of Common Stock undersubject to the Plan.

Adjustments. If there areUpon the occurrence of any changesdividend or other distribution (whether in the numberform of cash, Shares, other securities or value ofother property), change in the capital or shares of Common Stock by reason ofcapital stock, recapitalization, stock dividends, stock splits,split, reverse stock splits, recapitalizations, mergerssplit, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other events as stated in [Section 8]securities of the Plan,Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or extraordinary transaction or event which affects the Shares, then proportionate adjustmentsthe Committee shall made to the number of shares of Common Stockmake such adjustment, if any, in ordersuch manner as it deems appropriate to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stockbenefits or potential benefits intended to be made available under the Plan.Plan, in # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards both to any individual and to all Participants, # outstanding Awards, including, without limitation, the number and type of Shares (or other securities or property) subject thereto, # the grant, purchase or exercise price with respect to outstanding Awards and, if deemed appropriate, make provision for cash payments to the holders of outstanding Awards, and # the terms and conditions of any outstanding Awards, including the performance goals of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.