This Section 3.2 shall apply to Performance Stock Unit awards granted after the original Effective Date of the Equity Deferral Plan. Notwithstanding the foregoing, Section 3.2(h) shall apply to Performance Stock Units awards granted before the original Effective Date for the 2010 and 2011 Plan Years.

An LTIP Participant’s Deferral election to defer the receipt of shares underlying the grant of Performance Stock Units is irrevocable for that grant. Such an election shall not apply to future grants of Performance Stock Units.

“Deferral Election” shall mean the forms (including electronic forms) by which an LTIP Participant makes their election to defer the receipt of shares underlying the grant of Restricted Stock Units and Performance Stock Units.

A must make their Deferral Election under this Section 3.2 no later than December 31 of the calendar year prior to the calendar year for which the Performance Stock Unit award relates (or such earlier date that the Administrator may specify). For example, on December 20, 2011, an Employee receives a Performance Stock Unit award attributable to the 2012 Plan Year. The Employee must make a Deferral Election to defer the receipt of the shares underlying the Performance Stock Unit award no later than December 31, 2011 (or such earlier date that the Administrator may specify).

The LTIP Participant must also elect the deferral period, subject to Section 4. An LTIP Participant may elect to defer receipt of the shares underlying the Performance Restricted Stock Unit award:

An LTIP Participant Deferral Election must specify whether they elect to defer all or a portion (and what portion) of the shares underlying the Restricted Stock Unit award. The LTIP Participant’s election must be in whole percentages from 10% to 100%. The percentage of shares that will be deferred is based on the number of shares awarded.

Performance Shares and Performance Units. An Award of Performance Shares or Performance Units under the Plan shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.

Rights with Respect to Performance Stock Units. The Performance Stock Units granted pursuant to this Agreement represent an unfunded and unsecured obligation of the Company, and the Employee shall have no rights with respect to the Performance Stock Units other than those of a general creditor of the Company. Prior to the issuance of Shares as payment with respect to the Performance Stock Units, the Employee shall have no voting, dividend or other rights of ownership in or to the Shares underlying the Performance Stock Units and shall not be deemed the beneficial owner of such Shares.

The Compensation Committee may permit or, in an Award Agreement, require officers or Non-Employee Directors to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such officers or Non-Employee Directors by virtue of the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or performance goals with respect to Performance Shares, Performance Units, Cash-Based Awards, Other Stock-Based Awards, or Cash-Based Awards. If any such deferral election is required or permitted, the Compensation Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals.

Vesting and Settlement. Subject to Section 9(b) and subject to a Director’s election to defer the settlement of Restricted Stock Units pursuant to Section 11, the shares covered by the Restricted Stock Units shall be paid or settled as soon as practicable after the fourth anniversary of the date of grant.