Beneficiary Designation:

SECTION # Amendments. Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

Designation. There is hereby designated a series of Preferred Stock denominated as “Series B Preferred Stock,” consisting of 5,000,000 shares, $.001 par value per share, having the powers, preferences, rights and limitations set forth below.

Article # Beneficiary Designation

The beneficiary of the insurance will be that beneficiary recorded on a beneficiary designation provided by the Company.

A Participant may select one or more Beneficiaries by filing with the Committee a written designation of such Beneficiaries on such forms as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no Beneficiary survives the Participant, the Qualified Plan Beneficiary shall be the Beneficiary, or if no Qualified Plan Beneficiary survives, the executor or administrator of the Participant's estate shall be deemed to be the Beneficiary. Notwithstanding the foregoing, a married Participant's initial designation and/or any subsequent change in Beneficiary designation to someone other than or in addition to his or her Eligible Spouse shall not be effective unless the Eligible Spouse consents in writing to such designation. The Committee shall have the authority to establish from time to time additional rules and procedures with respect to the designation of Beneficiaries hereunder.

A single beneficiary designation (and form for making such designation) shall apply for purposes of each of this Plan, and the Non-Employee Directors Deferred Stock Unit Plan and its predecessor Non-Employee Director Deferral Plan (“Stock Unit Plan”). Notwithstanding anything herein to the contrary, in the event that a Participant had a beneficiary designation in effect under the Stock Unit Plan prior to his or her designation of beneficiary under this Plan, the beneficiary or beneficiaries so designated shall be the Participant’s Beneficiary under this Plan unless and until the Participant shall designate another Beneficiary in accordance with the foregoing provisions of this [Section 1.3(b)].

designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

and shall, not in any event, be effective unless and until filed with the Committee. The Committee and all other parties involved in making payment to a beneficiary may rely on the latest beneficiary designation on file with the Committee at the time of payment or may make payment pursuant to Section 6.6 if an effective designation is not on file, shall be fully protected in doing so, and shall have no liability whatsoever to any person making claim for such payment under a subsequently filed designation of beneficiary or from any other reason.

Contingent Beneficiary(ies): If more than one Contingent Beneficiary is named, those surviving me and the Primary Beneficiary(ies) designated above receive equal shares unless otherwise noted. This designation shall apply if no Primary Beneficiary is living at the time of my death.