Payment of Deferred Stock Units. Each Deferred Stock Unit shall have a value equal to the Fair Market Value of a Share. Deferred Stock Units shall be paid in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Deferred Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal to the number of Deferred Stock Units then credited to the Participant. Any such Dividend Equivalents shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional Deferred Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Any Dividend Equivalents granted with respect to Deferred Stock Units shall be subject to the same restrictions that apply to the underlying Shares.

Dividends and Dividend Equivalency. The Company will, on any date on which a cash or stock dividend is paid on its outstanding Shares, credit to each Eligible Director’s account that number of Deferred Stock Units. Each Deferred Stock Unit shall have a value equal to the Fair Market Value of a Share.additional Deferred Stock Units shall be paid in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any(including fractional Deferred Stock Units. If Dividend Equivalents are credited,Units, computed to three digits) calculated by # multiplying the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal todividend per Share by the number of Deferred Stock Units then credited toin the Participant. Any such Dividend Equivalents shall be credited to the Participant’s account as of the record date on which such dividend would have been payablefor payment of the dividend, and shall be converted into additional Deferred Stock Units based upon# dividing the amount obtained by the Fair Market Value of a Share on the date on which the dividend is paid. (See [Section 13] of such crediting. Anythe Plan, Dividend Equivalents granted with respect toEquivalent Right). Holders of Deferred Stock Units shallwhich have not yet vested are not entitled to receive dividends, however, dividends may be subject toaccrued and paid upon the same restrictions that apply to the underlying Shares.vesting of such Deferred Stock Units.

Payment of DeferredRestricted Stock Units. Each DeferredRestricted Stock Unit shall have a value equal to the Fair Market Value of a Share. DeferredRestricted Stock Units shall be paid in Shares atcash, Shares, other securities or other property, as determined in the endsole discretion of the designated Deferral Period andCommittee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any DeferredRestricted Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal to the number of DeferredRestricted Stock Units then credited to the Participant.him. Any such Dividend Equivalents shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional DeferredRestricted Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Except as otherwise determined by the Committee and provided in the Award Agreement, all Restricted Stock Units and all rights of the grantee to such Restricted Stock Units shall terminate, without further obligation on the part of the Company, unless the grantee remains in continuous employment of one or more Employers for the entire Restricted Period in relation to which such Restricted Stock Units were granted and unless any other restrictive conditions relating to the Restricted Stock Unit Award are met. Any Dividend Equivalents granted with respect to DeferredRestricted Stock Units shall be subject to the same restrictions that apply to the underlying Shares.

Holders of Deferred Stock Units. EachUnits shall have no rights as shareholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Deferred Stock Units, to direct the voting of the shares of Stock subject to such Deferred Stock Units, or to receive notice of any meeting of the Company’s shareholders). The Committee may provide in an Award Agreement evidencing a grant of Deferred Stock Units that the holder of such Deferred Stock Units may be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding shares of Stock, a cash payment for each such Deferred Stock Unit which is equal to the per-share dividend paid on such shares of Stock. Such Award Agreement also may provide that such cash payment shall havebe deemed reinvested in additional Deferred Stock Units at a valueprice per unit equal to the Fair Market Value of a Share.share of Stock on the date that such cash dividend is paid. Such cash payments paid in connection with Deferred Stock Units which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such Deferred Stock Units are achieved, and if such performance goals are not achieved, the Grantee of such Deferred Stock Units shall be paidpromptly forfeit and repay to the Company such cash payments. Notwithstanding the foregoing, if a grantor trust is established in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordanceconnection with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Deferred Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal to the numberAwards of Deferred Stock Units then creditedand shares of Stock are held in the grantor trust for purposes of satisfying the Company’s obligation to deliver shares of Stock in connection with such Deferred Stock Units, the Participant. AnyAward Agreement for such Dividend EquivalentsDeferred Stock Units may provide that such cash payment shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted intodeemed reinvested in additional Deferred Stock Units based upon the Fair Market Value ofat a Share on the date of such crediting. Any Dividend Equivalents granted with respect to Deferred Stock Units shall be subjectprice per unit equal to the same restrictions that apply toactual price paid for each share of Stock by the underlying Shares.trustee of the grantor trust upon such trustee’s reinvestment of the cash dividend received.

Payout of Deferred Stock Units. Each Deferred Stock Unit shall have a valuebe paid out in cash equal to the Fair Market Value of a Share. Deferred Stock UnitsShare; a fractional Share Unit shall be paid in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Deferred Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payableentitled to the Participant as a shareholder in respect of a number of Sharescash equal to the number of Deferred Stock Units then credited to the Participant. Any such Dividend Equivalents shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional Deferred Stock Units based upon the Fair Market Valueequivalent fraction of a Share on the date of such crediting. Any Dividend Equivalents granted with respect to Deferred Stock Units shall be subject to the same restrictions that apply to the underlying Shares.Share.