Stock Unit Awards. A Participant shall receive a Stock Unit Award for each calendar quarter in respect of his Mandatory Conversion and any Voluntary Conversion applicable to such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing # the aggregate dollar amount of the Participant’s Director’s Fees that are converted to a Stock Unit Award for the quarter by his Mandatory Conversion and Voluntary Conversion, by # the Fair Market Value of the Common Stock on the last business day of such calendar quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit Account as of the first day following the end of the calendar quarter for which such Stock Unit Award is granted.

“Stock Unit Awards. A Participant shall receive a Stock Unit Award for each calendar quarter in respectAward” means an award under Section 4(c) hereof of his Mandatory Conversion and any Voluntary Conversion applicable to such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing # the aggregate dollar amountas a result of thea Participant’s Director’s Fees that are converted to a Stock Unit Award for the quarter by his Mandatory Conversion and Voluntary Conversion, by # the Fair Market Value of the Common Stock on the last business day of suchConversion for a calendar quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit Account as of the first day following the end of the calendar quarter for which such Stock Unit Award is granted.

Stock Unit Awards. AVoluntary Conversions. For each calendar quarter in which the Plan is in effect, a Participant shall receivemay elect to convert all or any portion of his Director’s Fees payable for such quarter (in addition to those required to be converted under Section 4(a) hereof) into a Stock Unit Award for each calendar quarter in respect of his Mandatory Conversion and anypursuant to Section 4(c) hereof. Each Voluntary Conversion applicable toshall be made on the basis of a Participant’s written election stating the amount by which such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing # the aggregate dollar amount of the Participant’s Director’s Fees that areshall be converted to a Stock Unit Award forAward. Each such election shall be made in the quarterform required by his Mandatory Conversion and Voluntary Conversion, by # the Fair Market ValueCommittee, shall be delivered to the Company no later than December 31 of the Common Stock oncalendar year immediately preceding the last business daycalendar year for which the election is made, and shall be effective for each calendar quarter of such calendar quarter. Each Stock Unit Award shall be credited toyear. In the Participant’s Stock Unit Account ascase of a member of the Board who first daybecomes a Participant during a calendar year, such election for such year must be made within 30 days following such member becoming a Participant, and shall apply only to calendar quarters that begin following the end of the calendar quarter for whichdate such Stock Unit Awardelection is granted.made.