Book Entry; Certificates. The Company shall recognize the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

Manner In Which Shares Will Be Held. All shares of Restricted Stock awarded to Participant hereunder shall recognize the Participant’s ownership through uncertificated book entry. If electedbe issued in book-entry form and held by the Company, or its designee, in such form, and as such, no stock certificates evidencing such shares will be issued or held with respect to such Restricted Stock. Certain terms, conditions and restrictions applicable to such Restricted Stock will be noted in the records of the Company’s transfer agent and in the book-entry system. At the Company’s discretion, and subject to the provisions of this Paragraph 4, stock certificates evidencing the Sharesshares of Restricted Stock awarded under this Agreement may be issued byand registered in the Company and anyname of Participant. In such event, such certificates shall be registereddelivered to and held in custody by the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the CompanyCompany, or its designee at all times priordesignee, until the restrictions thereon shall have lapsed or any conditions to the later of # the vesting of Restricted Shares pursuantsuch Award, or a portion thereof, have been satisfied, and such certificates shall bear an appropriate legend referring to this Agreementthe terms, conditions and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.Award.

Delivery of Certificates; Registration of Shares. The Company shall recognize the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, anydeliver certificates for the Awarded Shares shall be delivered to the Participant or shall register the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to the Participant’s legal guardian or representative along[Section 4]. In connection with the stock powers relating thereto. No certificates shall be issuedany issuance of a certificate for fractional Shares. To the extent required by the Company,Restricted Stock, the Participant shall deliverendorse such certificate in blank or execute a stock power in a form satisfactory to the Company ain blank and deliver such certificate and executed stock power, duly endorsed in blank, relatingpower to the Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.Company.

Section # Stock Certificates. The Company shall recognizeExcept as otherwise provided in this [Section 9.1], each Participant entitled to receive shares of Stock under the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares mayPlan will be issued by the Company and anya certificate for such certificates shallshares. Such certificate will be registered in the Participant’s name on the stock transfer books of the Company promptly afterParticipant and will bear an appropriate legend reciting the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares pursuant to this Agreementterms, conditions and # the expiration of any transfer restrictions set forth in this Agreement or otherwiserestrictions, if any, applicable to the Shares. As soonStock and will be subject to appropriate stop-transfer orders. To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange or market system. If the issuance of shares under the Plan is effected on a non-certificated basis, the issuance of shares to a Participant will be reflected by crediting (by means of a book entry) the applicable number of shares of Stock to an account maintained by the Corporation in the name of such Participant, which account may be an account maintained by the Corporation for such Participant under any dividend reinvestment program offered by the Corporation. The Committee may require, under such terms and conditions as practicable following such time, anyit deems appropriate or desirable, that the certificates for Restricted Stock delivered under the Shares shallPlan be held in custody by a bank or other institution, or that the Corporation may itself hold such shares in custody until the vesting conditions expire or until restrictions thereon otherwise lapse, and may require, as a condition of any receipt of Restricted Stock, that the recipient will have delivered a stock power endorsed in blank relating to the Restricted Stock. Certificates for shares of unrestricted Stock may be delivered to the Participant or toafter, and only after, the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsedvesting conditions will have expired without forfeiture in blank, relating to therespect of such shares of Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.Stock.

Stock Certificates. The Company shall recognize the Participant’s ownership through uncertificatedwill set up a book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting ofentry Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificatesaccount for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative alongRecipient with the stock powers relating thereto. No certificates shall be issuedCompany's transfer agent for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares that have not previously vested. However, theas soon as practicable. The Company shall not be liablewill distribute share certificates to the Participant for damages relating to any delaysRecipient or, if applicable, his or her beneficiary, when the Restricted Stock becomes vested in issuing the certificates (if any) to the Participant, any loss by the Participantaccordance with [Section 3] of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.this Agreement.

The Company shall recognize the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificatesRestricted Stock shall be registered in the Participant’Grantee's name on the stock transfer booksas of the respective Grant Date for such Shares of Restricted Stock. The Company promptly aftermay issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the date hereof, but shall remain in the physicalCompany’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company or its designee at all times prioruntil such time as the Shares are vested. The Company reserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the laterterms and conditions (including forfeiture) of # the vesting of Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.Plan.