Eligibility for Credit. An Employee who satisfies the eligibility requirements of Section 2.1 during a Plan Year will receive a Restoration Match Credit for the Plan Year if he or she: # was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; # has experienced a Termination of Employment as defined under [Section 1.2.44(a)] during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; # has experienced a Termination of Employment as a result of death; or # has become Disabled during such Plan Year.

Eligibility for Enhancement. Subject to Section 4.4.4, a Participant is eligible to receive the Enhancement for a Plan Year if he or she: # was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; # has experienced a Termination of Employment as defined under [Section 1.2.44(a)] during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; # has experienced a Termination of Employment as a result of death; or # has become Disabled during such Plan Year.

Eligibility and Participation. Each Eligible Employee shall be a Participant for a Plan Year if such Eligible Employee is employed in a classification of Eligible Employees designated by the Committee as eligible to participate in this Plan for that Plan Year. The Committee shall establish the requirements for eligibility to participate in this Plan for each Plan Year, as the Committee in its sole discretion shall determine. The Committee may establish separate eligibility requirements for Elective Deferrals, Stifel Deferrals, Matching Credits and Other Deferrals, respectively. The Committee shall notify such Eligible Employee of eligibility requirements in a timely and appropriate manner.

Definition of Eligibility Year. “Eligibility Year” means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose:

DTC Eligibility & Market Loss. If the Borrower fails to maintain its status as “DTC Eligible” for any reason, or, if the Conversion Price is less than $0.01 at any time while this Note is outstanding, the principal amount of the Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date). In addition, the Variable Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Market Price, subject to adjustment as provided in this Note.

In addition to any other eligibility criteria provided for in the Plan, the Company may require that the Employee execute a separate document agreeing to the terms of a current arbitration agreement and/or a current ARCIPD, each in a form acceptable to the Company and/or that the Employee be in compliance with the ARCIPD throughout the entire Performance Period. If such separate documents are required by the Company and the Employee does not accept them within 75 days of the Grant Date or such other date as of which the Company shall require in its discretion, the PARSUs shall be canceled and the Employee shall have no further rights under this Grant Agreement.

Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees and Non-employee Directors.

Subject to this Section 6, Awards may be made under the Plan to any Employee, as the Committee shall determine and designate from time to time.

Eligibility of Committee Members. No person while a member of the Committee shall be eligible to participate under the Plan or receive an Award.

Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted # Options and/or Stock Appreciation Rights with respect to more than 1,000,000 Shares or # Restricted Stock, Restricted Stock Units, Performance Awards and/or Other Stock-Based Awards that are subject to Section 8 hereof that may be settled by the issuance of more than 1,000,000 Shares. The maximum amount of cash and the Fair Market Value of property other than Shares that may be payable to any one Participant in settlement of any Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, and/or Other Stock-Based Awards that are subject to Section 8 hereof, is # $2,000,000 with respect to any 12 month Performance Period (not prorated for any performance period that is less than 12 months), and # with respect to any Performance Period that is more than 12 months, $5,000,000.