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 amended, modified or terminatedpaid in a lump-sum provided # the Company terminates all non-qualified deferred compensation arrangements of the same type at anythe same time bythat this Plan is terminated; # the Board. No amendment, modification or termination shall, withoutCompany makes no payments to Directors and Beneficiaries for 12 months but makes all payments within 24 months; and # the consentCompany adopts no new non-qualified deferred compensation arrangement 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.same type for five years.