Plan Amendment; Termination. The Board may amend, suspend, or terminate the Plan at any time and for any reason. No amendment, suspension, or termination will, without the consent of the Director, materially impair rights or obligations under any Deferred Stock Units previously awarded to the Director under the Plan, except as provided below. The Board may terminate the Plan and distribute the Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.

Plan Amendment; Termination. The Board may amend, suspend,suspend or terminate the Plan at any time and fortime. The foregoing notwithstanding, the Plan may not be amended (including any reason. No amendment, suspension,amendment to this Section 14) or terminated by the Board if such amendment or termination will, withoutwould alter the consentprovisions of this Section 14 or adversely affect or impair the Director, materially impairDirector’s rights or obligations under any Deferred Stock Units previously awardedto receive payment with respect to the Director under the Plan, except as provided below. The Board may terminate the Plan and distribute theDirector’s Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix),Account or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.Stock Units.

Plan Amendment;Section # Amendment and Termination. The Board may amend, suspend,amend or terminate the Plan at any time and for any reason.time. No amendment, suspension,such amendment or termination will, withoutmay decrease the consentbalance 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 Director, materially impair rights or obligations under any Deferred Stock Units previously awardedsame 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 Director underCompany adopts no new non-qualified deferred compensation arrangement of the Plan, except as provided below. The Board may terminate the Plan and distribute the Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.same type for five years.

Plan Amendment; Termination. The Board may amend, suspend,of Directors or terminate the PlanCommittee may at any time suspend, terminate, modify, or amend the Plan in any respect; provided, however, shareholder approval of any Plan amendment shall be obtained only if required by law or the requirements of any stock exchange on which the Common Stock is listed or quoted and forprovided, further, that any reason.termination shall be subject to the requirements of section 409A of the Code. No amendment, suspension, termination, modification, or termination will,amendment of the Plan may, without the consent of the Director, materially impairNon-Employee Director (or Grantee, if applicable), adversely affect his or her rights or obligations under any Deferred Stock Units previously awardedwith respect to the Director under the Plan, except as provided below. The Board may terminate the Plan and distribute theRestricted Stock or his or her Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.Accounts.

Plan Amendment; Termination. The Board may amend, suspend,of Directors or terminate the PlanCommittee may at any time suspend, terminate, modify or amend the Plan in any respect; provided, however, shareholder approval of any Plan amendment shall be obtained only if required by law or the requirements of any stock exchange on which the Common Stock is listed or quoted and forprovided, further, that any reason.termination shall be subject to the requirements of section 409A of the Code. No amendment, suspension, termination, modification, or termination will,amendment of the Plan may, without the consent of the Director, materially impairNon-Employee Director (or Grantee, if applicable), adversely affect his rights or obligations under any Deferred Stock Units previously awardedwith respect to the Director under the Plan, except as provided below. The Board may terminate the Plan and distribute theRestricted Stock or his Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.Accounts.