Death or Disability. In the event of the Participant's death during a Performance Period, the Participant shall receive a lump sum payout of the related outstanding Performance Units and Performance Shares calculated as if all unfinished Performance Periods had ended with one hundred percent (100%) of the Performance Goals achieved, valued as of the date of death and payable as soon thereafter as reasonably possible but not later than the 15th day of the third month after the end of the calendar year in which such death occurred. Where the amount or part of Dividend Equivalents is determined by the number of Performance Shares that are paid out or is otherwise determined by a performance measure, and the related Performance Period for the Dividend Equivalents was not completed at death, then the Dividend Equivalents will be calculated as though one hundred percent (100%) of the goals were achieved and paid as soon as reasonably possible. A Termination of Employment due to Disability will not affect a Participant's Award.

TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR RETIREMENT. Unless otherwise designated by the Committee, and set forth in the Participant's Award Agreement, in the event the employment (or service) of the Participant's deatha Participant is terminated due to death, Disability or Retirement during a Performance Period, the Participant shall receive a lump sumprorated payout of the related outstanding Performance Units and Performance Shares calculated as if all unfinished Performance Periods had ended with one hundred percent (100%) of the Performance Goals achieved, valued as of the date of death and payable as soon thereafter as reasonably possible but not later than the 15th day of the third month after the end of the calendar year in which such death occurred. Where the amount or part of Dividend Equivalents isUnits/Shares. The prorated payout shall be determined by the numberCommittee, shall be based upon the length of time that the Participant held the Performance Units/Shares that are paid out or is otherwise determined by a performance measure, andduring the related Performance Period forand shall further be adjusted based on the Dividend Equivalents was not completed at death, then the Dividend Equivalents will be calculated as though one hundred percent (100%)achievement of the goals were achieved and paid as soon as reasonably possible. A Termination of Employment due to Disability will not affect a Participant's Award.preestablished performance goals.

If during a Performance Period, the Participant shallPeriod you # Retire, # die while employed by a Related Company, or # become Disabled, you (or your beneficiary or estate) will receive a lump sum payoutpayment of the related outstanding Performance Units andany Performance Shares calculated as if all unfinished Performance Periods had ended with one hundred percent (100%)(as increased by the Dividend Equivalents) after the end of the Performance Goals achieved, valuedPeriod in accordance with [Section 3] above. The payment shall be prorated based upon the number of whole calendar months within the Performance Period which had elapsed as of the date of death and payable as soon thereafter as reasonably possible but not later than the 15th day of the third month after the end of the calendar yeardeath, Retirement or Disability in which such death occurred. Where the amount or part of Dividend Equivalents is determined byrelation to the number of calendar months in the full Performance Shares that are paid out orPeriod. A whole month is otherwise determined by a performance measure, andcounted in the related Performance Period forcalculation if you were in the Dividend Equivalents was not completed at death, then the Dividend Equivalents will be calculatedposition as though one hundred percent (100%) of the goals were achieved and paid as soon as reasonably possible. A Termination15th of Employment due to Disability will not affect a Participant's Award.the month.