This Agreement shall enter into force and effect as set forth in [Section 2.3.1] and, subject to [Section 21], shall continue in force and effect until the twentieth (20th) anniversary of the Full ACQ Date (“Initial Term”), unless extended for the following elections (in the following order of priority):

3.2Effect of Elections/Changes to Elections.

[Section 83(b)] Elections. A Participant may make an election under Section 83(b) of the Code (the “[Section 83(b)] Election”) with respect to Restricted Shares. If a Participant who has received Restricted Share Units provides the Committee with written notice of his or her intention to make a [Section 83(b)] Election with respect to the Shares subject to such Restricted Share Units, the Committee may in its discretion convert the Participant’s Restricted Share Units into Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s Restricted Share Unit Award. The Participant may then make a [Section 83(b)] Election with respect to those Restricted Shares. Shares with respect to which a Participant makes a [Section 83(b)] Election shall not be eligible for deferral pursuant to Section 9.

Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to make Additional Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Additional Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Additional Term Loans.

Elections to Defer Compensation. An Eligible Employee shall be entitled to defer Compensation and/or Performance Share Awards (if so permitted by the Company) in accordance with and subject to the conditions of this [Article III], by filing with the Committee a deferral election in such form and manner and at such time permitted under this [Article III] as the Committee shall prescribe. The election forms and accompanying explanatory materials prescribed by the Committee for describing the time within which such elections may be made shall be treated as part of the Plan.

Each Participant shall make an investment election in the manner prescribed by the Committee, directing the manner in which his/her Deferrals shall be deemed to be invested. Each investment election must be made at the time the applicable Deferral Agreement is signed and may be changed upon notice to the Committee at any time prior to the deemed deposit of the applicable Deferral into one or more Investment Funds. Such elections and notices to the Committee must be made in such manner and in accordance with such procedures as the Committee shall establish from time to time. Each Participant may make a separate investment election for each of his/her Deferral Accounts. Each investment election shall specify that Deferrals shall be deemed to be deposited in one or more of the Investment Funds in percentages that are each an integral multiple of 1% and that in the aggregate equal 100% of the Deferral.

Annual Elections of Deferral. An election to defer Fees shall be made prior to the beginning of the calendar year in which the Fees will be earned; provided, however, that an election made within 30 days after a person first becomes a Director shall be effective for Fees earned during that year. An election shall continue in effect until the end of the year following the date of the deferral election, or until the end of the Director’s service on the Board, whichever shall occur first. The election to defer receipt of payment may not be canceled or modified unless the Chairman, in his sole discretion, determines that an Unforeseen Emergency exists, or except as otherwise permitted by Internal Revenue Service regulations.

Section #(b) (relating to Initial Participant Elections) is hereby amended in its entirety, to read as follows: “Notwithstanding the foregoing, any election under this paragraph will be limited by the Individual Cap set forth in [Section 5(c)], and may be limited by either a maximum dollar amount set forth by the Company or the Eligible Employee in such

A-3 Deferral and Catch-Up Contribution Elections. A Spinoff Participant’s elections for deferral contributions (including deemed elections under an automatic contribution arrangement) and catch-

4.1Timing for Deferral Elections. For purposes of this Section, the term “Deferral Election” shall refer to Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections, collectively.