Discretionary Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, # each grant of Stock Units is a one-time benefit which does not create any contractual or other right to receive

The President will have an MIP Discretionary Fund equivalent to a set percentage of the total Guideline Incentives for all participants.

Prior to July 1, 2002, a person may not enhance the amounts credited under this Plan by making discretionary employee contributions to the person's Savings Plan account.

Discretionary Company Contributions. Unless otherwise determined by the Committee prior to awarding any Discretionary Company Contributions, amounts credited to a Participant’s Discretionary Company Contributions Account shall be vested to the same extent as the Participant’s matching contributions account under the Qualified Plan.

Notwithstanding the foregoing, the following limitations shall apply with respect to the vesting schedules established for the Awards made under the Discretionary Grant Program, subject to the acceleration provisions in Paragraph C.2 below and Section IV of this Article Two:

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing:

Acceleration of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: # as a result of certain domestic relations orders; # in compliance with ethics agreements with the federal government; # in compliance with the ethics laws or conflicts of interest laws; # in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); # to pay employment-related taxes; or # to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

The Participant’s vested interest in his Account will automatically be 100% upon the

Acceleration of Payments. If any amounts deferred pursuant to the Plan are includable in gross income by a Participant prior to payment of such amounts (in a "determination" (within the meaning of Code Section 1313(a)) or due to the Plan’s failure to meet the requirements of Code Section 409A), an amount equal to the amount required to be included in the Participant’s income shall be immediately paid to such Participant, notwithstanding the Participant’s elections hereunder.

Default and Acceleration. Any one or more of the following events shall be deemed to be a breach by Maker of its obligations under this Note and an event of default hereunder (individually, an “Event of Default”):