Amendment and Termination. The Plan may be amended, modified or terminated at any time by the Board. No amendment, modification or termination shall, without the consent of a Director, adversely affect such Director’s rights with respect to amounts theretofore credited to his or her Deferred Fee Account or earlier effect the payment of Fees already deferred.

Section # Amendment and Termination. The Board may amend or terminate the Plan at any time. No such amendment or termination may decrease the balance of a Director's or Beneficiary's Accounts. In the event of Plan termination, each Director's or Beneficiary's Accounts shall be paid to him/her as required by Article III hereof, or the Accounts may be paid in a lump-sum provided # the Company terminates all non-qualified deferred compensation arrangements of the same type at the same time that this Plan is terminated; # the Company makes no payments to Directors and Beneficiaries for 12 months but makes all payments within 24 months; and # the Company adopts no new non-qualified deferred compensation arrangement of the same type for five years.