The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

In calculating any entitlement to Conversion under this clause 7 fractions shall be rounded down to the nearest whole Common Share.

No fractional shares of the Company’s membership units will be issued upon conversion of this Note. All fractions shall be rounded up to the next whole number.

Years of Service. For purposes of determining the Participant’s benefits under the Plan, the Participant’s Years of Service shall include all years (and fractions thereof) of employment with the Company and its subsidiaries, whether or not continuous, measured from January 1, 1991.

“4.4 “Retirement” shall mean termination of employment after Recipient is # age 62 with at least five years of service as an employee of the Company, or # age 55 with age plus years of service (including fractions) as an employee of the Company totaling at least 70.”

Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.

Crediting of Dividend Equivalents. On each dividend payment date for the Corporation, the Corporation will credit the memorandum account of each Participant who holds Restricted Stock Units as of the declared record date with additional Restricted Stock Units and fractions thereof equivalent to the dividend paid on the Corporation’s Common Stock based on the Fair Market Value of the Common Stock on the dividend payment date. Each credited dividend equivalent will be equal to the amount of the regular quarterly dividend paid in accordance with the Corporation’s normal dividend payment practice as may be determined by the Committee, in its sole discretion. The Participant’s memorandum account will be credited with additional Restricted Stock Units, including fractions thereof, pursuant to this paragraph until all Restricted Stock Units that were credited to the Participant are distributed.

Determination of the Number of Outstanding Shares. For purposes of [Section 5(e)(i)], the number of shares of Common Stock or Partnership Units outstanding at any time will # include shares or units issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock or Partnership Units; and # exclude shares of Common Stock held in the Parent’s treasury or Partnership Units held in the Company’s treasury (unless the Parent or the Company, as applicable, pays any dividend or makes any distribution on such shares or units held in its treasury).

Business Unit(s). The multiple related to the performance of the Corporate Business Unit is referred to as the “Corporate Multiple.” The Corporate Multiple and Business Unit Multiples may be zero or positive and may consist of whole numbers or fractions. Not later than April 30 of the Plan Year, the participant and the participant’s supervisor (and with respect to the CEO, the CEO, and the Compensation Committee) shall agree on a set of strategic performance objectives for the participant for the Plan Year (the “Performance Plan Goals”).

Adjustments. Adjustments under this Section 5.3 related to stock or securities of the Company shall be made by the Committee whose determination in that respect shall be final, binding, and conclusive. No fractional Shares or shares of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit. This Article V does not limit the Company’s ability to provide for alternative treatment of Grants outstanding under this Plan in the event of a Change in Control.