1.3Deferral Account for Director Shares. As of each Deferral Date, the Participant’s Deferral Account for Director Shares shall be credited with a number of Deferred Share Units equal to the number of Director Shares that have been deferred pursuant to [Section 3.1(b)] (Deferral of Director Shares). Upon payment of a dividend by the Company on issued and outstanding shares of Common Stock, an amount equal to such per share dividend amount multiplied by the number of Deferred Share Units credited to each Participant’s Deferral Account for Director Shares shall be credited to the Participant’s Deferral Account for Director Shares as of the dividend payment date and shall continue to be denominated in cash. The portion of a Participant’s Deferral Account for Director Shares attributable to such dividend equivalents and denominated in cash shall be credited with earnings as of each Determination Date in the same manner as a Participant’s Deferral Account for Fees as described in [Section 4.2] (Deferral Account for Fees).

Director Shares. AsSubject to [Section 5.2] (Termination of each Deferral Date, theService), distributions of a Participant’s Deferral Account for Director Shares shall be credited with a numbermade in the form of Deferred Share Unitswhole shares of Common Stock equal to the number of Director Shares that have been deferred pursuantwhole Deferred Share Units to [Section 3.1(b)] (Deferral of Director Shares). Upon payment of a dividend by the Company on issuedbe distributed and outstanding shares of Common Stock,cash in an amount equal to such per share dividend amount multiplied by the numberbalance of Deferred Share Units credited to each Participant’s Deferral Account for Director Shares shall be credited to the Participant’s Deferral Account for Director Shares as of the dividend payment date and shall continue to be denominated in cash. The portion of a Participant’s Deferralcash which is attributable to dividend equivalents (and earnings) credited in accordance with [Section 4.3] (Deferral Account for Director Shares attributable to such dividend equivalentsShares) and denominated in cash shall be credited with earningsmade, or commence, as of each Determination Date in the same manner as a Participant’s Deferral Account for Fees as described in [Section 4.2] (Deferral Account for Fees).follows: