Section # Pro Rata Payments.

"Pro Rata Share" means:

Pro rata interest settlement

such assignment shall be made pursuant to # an open market purchase on a non-pro rata basis or # a Dutch Auction open to all applicable Lenders on a pro rata basis;

Insufficient Shares. If the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares then available on a pro-rata basis.

fifth, to the aggregate outstanding principal amount of the Loans, the LC Exposure, the Bank Product Obligations and the Net Mark-to-Market Exposure of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, LC Exposure, Bank Product Obligations and Net Mark-to-Market Exposure of such Hedging Obligations;

If deemed practical by the Corporate Governance Committee, a departing non-employee director will be paid for the pro-rata portion of time actually served and may be required to return a pro rata portion of compensation received or to forfeit a pro rata portion of RSUs awarded pursuant to the foregoing election provisions, as such required return of compensation or forfeiture may be determined by the Corporate Governance Committee in its reasonable discretion.

Section # Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

First from the Subaccounts on a pro rata basis;

“Required Lenders” shall mean at any time # Lenders whose Pro Rata Shares aggregate more than fifty-one percent (51%) as such percentage is determined under the definition of Pro Rata Share set forth herein; or # in the event there are only two (2) Lenders under this Agreement, both Lenders; or # in the event Wells Fargo’s Pro Rata Share exceeds fifty-one percent (51%), Wells Fargo plus one other Lender; provided, that # Commitments, Revolving Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation and # at any time that Wells Fargo is the Agent and has the largest Commitment among the Lenders, Required Lenders shall include # Wells Fargo and at least one (1) other Lender or # at least three (3) Lenders.