If a Director elects to direct deferred amounts of Cash Compensation into the Deferred Stock Account, then, on the applicable Compensation Payment Date, the Director’s Deferred Stock Account shall be credited with a number of Deferred Stock Units equal to # the amount deferred into the Deferred Stock Account, divided by # the Market Value on the Compensation Payment Date, and rounded to the nearest ten-thousandth; provided, however, that the Board may adopt another valuation method so long as such method is communicated in writing to Participants prior to the commencement of the Plan Period during which such valuation method will apply.

If a Director elects to direct deferred amounts into the Phantom Stock Investment Account, then, on the applicable Compensation Payment Date, the Director’s Phantom Stock Investment Account shall be credited with a number of Phantom Stock Units equal to # the amount deferred into the Phantom Stock Investment Account, divided by # the Market Value on such date, and rounded to the nearest ten-thousandth.

As of each date on which any amount of a Director’s Deferred Cash Compensation becomes payable, his or her Stock Unit Account shall be credited with that number of units as are equal to the number of full or fractional Shares as could be purchased at the Fair Market Value on the first trading day preceding such date with the portion of such Deferred Cash Compensation as such Director has elected be credited to his or her Stock Unit Account.

In the case of dividends payable in cash or property other than cash or Common Stock, a number of Deferred Stock Units equal to # the cash or fair market value of any dividends declared and made with respect to the Common Stock payable in cash or other property which the Director would have received had the Director been the owner on the record dates for the payment of such dividends of the number of shares of Common Stock equal to the number of Deferred Stock Units in the Director’s Deferred Stock Account on such dates, divided by # the Market Value on the dividend payment date, rounded to the nearest ten-thousandth; provided, however, that the Board may adopt another valuation method so long as such method is communicated in writing to Participants prior to the commencement of the Plan Period during which such valuation method will apply; or