**SECOND** **AMENDED
        AND
        RESTATED**
 
 **RADIOSHACK
        2004 DEFERRED STOCK UNIT PLAN**
 
 **FOR
        NON-EMPLOYEE DIRECTORS**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 **Effective
        Date of** **Second** **Amendment
        and Restatement:** **February
        22, 200** **7**
 
 
  **ARTICLE
        ONE**
 **NAME
        AND
        PURPOSE**
 
 1.1  Name *.* The
        name of this
        Plan shall be the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee
        Directors.
 
 1.2  Purpose *.* The
        Plan is
        maintained to advance the interests of the Company and its Stockholders by
        affording to Eligible Directors of the Company an opportunity to acquire
        or
        increase their proprietary interest in the Company, thereby aligning their
        interests with Stockholders, and increasing their incentive for enhancing
        Stockholder value. Grants of Deferred Stock Units pursuant to the Plan to
        Eligible Directors shall be in lieu of option grants to Eligible Directors
        pursuant to the Company’s 1997, 1999 and 2001 Incentive Stock
        Plans.
 
 
 **ARTICLE
        TWO**
 **DEFINITIONS**
 
 2.1  Beneficiary *.*  “Beneficiary’’
        means the person, persons, entity or entities so designated, or deemed to
        be
        designated, by a Grantee pursuant to Article Nine.
 
 2.2  Board
        of
        Directors *.*  “Board
        of
        Directors’’ means the Board of Directors of the Company, as constituted from
        time to time.
 
 2.3  Business
        Day .
“Business
        Day”
means each Monday through Friday in which national banks located in the State
        of
        Texas are open for business.
 
 2.4  Change
        in
        Control .  ‘‘Change
        in
        Control’’ shall mean the occurrence during the term of the Plan and during the
        term of any Deferred Stock Unit issued under the Plan of:
 
 (a)  An
        acquisition
        (other than directly from the Company) of any voting securities of the Company
        (the “ Voting
        Securities ” ) by any “ Person ” (as the term
        person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange
        Act of 1934, as amended (the “ 1934
        Act ” )) immediately after
        which such Person has “ Beneficial
        Ownership ” (within the meaning of
        Rule 13d-3 promulgated under the 1934 Act) of fifteen percent (15%) or more
        of
        the combined voting power of the Company’s then outstanding Voting Securities;
        provided, however, in determining whether a Change in Control has occurred,
        Voting Securities which are acquired in a Non-Control
        Acquisition (as hereinafter
        defined) shall not constitute an acquisition which would cause a Change in
        Control.
 
 A “ Non-Control
        Acquisition ”  means
        an
        acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
        maintained by (A) the Company or (B) any corporation or other Person of which
        a
        majority of its voting power or its voting equity securities or equity interest
        is owned, directly or indirectly, by the Company (for purposes of this
        definition, a “ Subsidiary ” ), (ii) the Company
        or its Subsidiaries, or (iii) any Person in connection with a Non-Control
        Transaction (as hereinafter
        defined);
 
 (b)  The
        individuals
        who, as of June
        1,
        2004, are members of the Board (the “ Incumbent
        Board ” ),
        cease for any reason to constitute at least two-thirds of the Board; provided,
        however, that if the election, or nomination for election by the Company’s
        stockholders, of any new director was approved by a vote of at least two-thirds
        of the Incumbent Board, such new director shall, for purposes of this Plan,
        be
        considered as a member of the Incumbent Board; provided further, however,
        that
        no individual shall be considered a member of the Incumbent Board if such
        individual initially assumed office as a result of either an actual or
        threatened “ Election
        Contest ” (as described in
        Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board ( a “ Proxy
        Contest ” )
        including by reason of any
        agreement intended to avoid or settle any Election Contest or Proxy Contest;
        or
 
 (c)  The
        consummation
        of:
  2
  
 (i)  A
        merger,
        consolidation ,  reorganization or
        other business combination with or into the
        Company or in which
        securities of the Company are issued ,
        unless
 
 (A)  the
        stockholders of
        the Company, immediately before such merger, consolidation ,  reorganization or other business
        combination ,
        own directly or
        indirectly immediately following such merger, consolidation , reorganization or other business
        combination , at least sixty
        percent (60%) of the combined voting power of the outstanding voting securities
        of the corporation resulting from such merger or consolidation , reorganization or other business
        combination  ( the “ Surviving
        Corporation ” )
        in substantially the
        same proportion as their ownership of the Voting Securities immediately before
        such merger, consolidation , reorganization or other business
        combination ,
 
 (B)  the
        individuals who
        were members of the Incumbent Board immediately prior to the execution of
        the
        agreement providing for such merger, consolidation , reorganization or other business
        combination constitute at
        least two-thirds of the members of the board of directors of the Surviving
        Corporation, or
        a corporation
        beneficially directly or indirectly owning a majority of the combined voting
        power of the outstanding voting securities of the Surviving Corporation,
        or
 
 (C)  no
        Person other
        than (i) the
        Company, (ii) any Subsidiary, (iii) any employee
        benefit plan (or any trust forming a part thereof) that,
        immediately
        prior to such merger, consolidation, reorganization or other business
        combination was maintained
        by the
        Company, the Surviving Corporation, or any Subsidiary,
        or (iv) any Person who, immediately prior to such merger, consolidation , reorganization or other business
        combination had Beneficial
        Ownership of fifteen percent (15%) or more of the then outstanding Voting
        Securities , has Beneficial
        Ownership of fifteen percent (15%) or more of the combined voting power of
        the
        Surviving Corporation’s then outstanding voting securities ,
        and
 
 A transaction
        described in clauses (A) through (C) shall herein be referred to as a “ Non-Control
        Transaction.”
 
 (ii)  A
        complete
        liquidation or dissolution of the Company; or
 
 (iii)  The sale or other
        disposition of all or substantially all of the assets of the Company to any
        Person (other than (i)
        any such sale
        or disposition that results in at least fifty percent (50%) of the Company’s
        assets being owned by one or more subsidiaries or (ii) a distribution to
        the
        Company’s stockholders of the stock of a subsidiary or any other
        assets ).
 
 Notwithstanding
        the
        foregoing, a Change in Control shall not be deemed to occur solely because
        any
        Person (the “ Subject
        Person ” )
        acquired
        Beneficial Ownership of more than the permitted amount of the then outstanding
        Voting
        Securities (X) as a result of the
        acquisition of Voting Securities by the Company which, by reducing the number
        of
        Voting Securities outstanding, increases the proportional number of shares
        Beneficially Owned by the Subject Person, provided that if a Change in Control
        would occur (but for the operation of this subsection
        (X) )
        as a result of the acquisition of Voting Securities by the Company, and after
        such share acquisition by the Company, the Subject Person becomes the Beneficial
        Owner of any additional Voting Securities which increases the percentage
        of the
        then outstanding Voting Securities Beneficially Owned by the Subject Person,
        then a Change in Control shall occur . ,
        or (Y) and such
        Subject Person (1) within fourteen (14) Business Days (or such greater period
        of
        time as may be determined by action of the Board) after such Subject Person
        would otherwise have caused a Change in Control (but for the operation of
        this
        clause (Y)), such Subject Person notifies the Board that such Subject Person
        did
        so inadvertently, and (2) within seven (7) Business Days after such notification
        (or such greater period of time as may be determined by action of the Board),
        such Subject Person divests itself of a sufficient number of Voting Securities
        so that such Subject Person is no longer the Beneficial Owner of more than
        the
        permitted amount of the outstanding Voting Securities.
 
 2.5  Code *.*  “Code’’
means
        the
        Internal Revenue Code of 1986, as amended, and any lawful regulations or
        pronouncements thereunder. Whenever reference is made to a specific Code
        section, such
  3
  reference
        shall be
        deemed to be a reference to any successor Code section or sections with the
        same
        or similar purpose.
 
 2.6  Committee *.*  “Committee’’
means
        the Management Development and Compensation Committee of the Board of Directors,
        as constituted from time to time (including any successor committee under
        any
        different name), which shall:
 
 (a)  consist
        of at least
        three (3) Directors, each of whom shall be an “outside director’’ of the Company
        (within the meaning of Code Section 162(m)) and a “nonemployee director’’ of the
        Company (within the meaning of Rule 16b-3); and
 
 (b)  be
        authorized by
        the Board to exercise all authority granted to it under this Plan and any
        Board
        actions.
 
 2.7  Common
        Stock *.*  “Common
        Stock’’
means shares of common stock of RadioShack Corporation, with par value of
        one
        dollar ($1.00) per share.
 
 2.8  Company *.*  “Company’’
means
        RadioShack Corporation, a Delaware corporation, or any corporation or entity
        that is a successor to RadioShack Corporation or substantially all of the
        assets
        of RadioShack Corporation, that assumes the obligations of RadioShack
        Corporation under this Plan by operation of law or otherwise.
 
 2.9  Consent .  The term
“Consent’’ means, with respect to any Plan Action, (i) any and all listings,
        registrations or qualifications in respect thereof upon any securities exchange
        or under any federal, state or local law, rule or regulation; (ii) any and
        all
        written agreements and representations by the Grantee with respect to the
        acquisition or disposition of shares of Common Stock, or with respect to
        any
        other matter, which the Committee shall deem necessary or desirable to comply
        with the terms of any such listing, registration or qualification or to obtain
        an exemption from the requirement that any such listing, qualification or
        registration be made; and (iii) any and all consents, clearances and approvals
        by any governmental or other regulatory bodies.
 
 2.10  Date
        of
        Grant *.*  “Date
        of Grant’’
means the date the Committee makes a Grant to an Eligible Director as specified
        in the Deferred Stock Unit Agreement.
 
 2.11  Deferred
        Stock
        Unit *.*  “Deferred
        Stock
        Unit’’ means a deferred stock unit that has been granted to a Grantee in
        accordance with, and subject to, the terms and conditions of this Plan.
 
 2.12  Deferred
        Stock
        Unit Agreement *.*  “Deferred
        Stock
        Unit Agreement’’ means a written agreement executed by the Company and a Grantee
        effecting, and establishing the terms and conditions of, a Grant of Deferred
        Stock Units to such Grantee under this Plan.
 
 2.13  Director *.*  “Director’’
means
        a
        member of the Board of Directors.
 
 2.14  Distributed
        Stock . “Distributed
        Stock” shall have the meaning set forth in Section 8.1.
 
 2.15  Effective
        Date . ** “Effective
        Date’’
means the effective date of the Plan which is, contingent upon approval of
        the
        Company’s Stockholders, June 1, 2004.
 
 2.16  Eligible
        Director *.*  “Eligible
        Director’’ means a Director who is:
 
 (a)  not
        a common law
        employee of the Company or any of its Subsidiaries; and
 
 (b)  entitled
        to
        participate in the Plan pursuant to Section 4.1.
  4
  
 A
        Director who is
        also a common law employee of the Company or any of its Subsidiaries shall,
        to
        the extent permitted by law or the New York Stock Exchange rules, become
        eligible to participate in this Plan only after termination of such
        employment.
  2.17 Fair
        Market
        Value *.*  *“* Fair
        Market
        Value” ** means
        on any date
        the average of the high and low sales prices of the shares of Common Stock
        on
        such date on the principal national securities exchange on which such Common
        Stock is listed or admitted to trading, or if such Common Stock is not so
        listed
        or admitted to trading, the arithmetic mean of the per share closing bid
        price
        of the Common Stock and per share closing asked price of the Common Stock
        on
        such date as quoted on the National Association of Securities Dealers Automated
        Quotation System or such other market in which such prices are regularly
        quoted,
        or, if there have been no published bid or asked quotations with respect
        to
        shares of Common Stock on such date, the Fair Market Value shall be the value
        established by the Board in good faith.
 
 2.18   Grant *.*  “Grant’’
means
        a
        grant of Deferred Stock Units which are nontransferable and subject to the
        terms
        and conditions of this Plan and any related Deferred Stock Unit
        Agreement.
 
 2.19  Grantee *.*  “ Grantee’’
means
        an
        Eligible Director to whom a Grant has been made in accordance with Article
        Six.
 
 2.20  New
        Director .
“New
        Director”
means an Eligible Director who attends his or her initial meeting of the
        Board
        of Directors on or after the Effective Date.
 
 2.21  Normal
        Retirement Date . “Normal
        Retirement
        Date” means the date on which the Grantee mandatorily retires as a result of
        attaining “retirement age” under the Company’s Corporate Governance Framework,
        which currently requires retirement prior to the annual meeting of shareholders
        following his or her 72 nd birthday.
 
 2.22  Payment
        Event .
“Payment
        Event”
shall have the meaning set forth in Section 8.1
 
 2.23   Plan *.*  “Plan’’
means
        the
        RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors, as amended
        from time to time.
 
 2.24 Plan
        Action .
“Plan
        Action”
means any Grant under the Plan, the issuance of shares of Common Stock or
        other
        rights under the Plan, or the taking of any other action under the
        Plan.
 
 2.25   Plan
        Year *.*  “Plan
        Year’’ means
        the twelve (12) month period beginning June 1 and ending on May 31.
 
 2.26  Rule
        16b-3 *.*  “Rule
        16b-3’’ means
        Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
        and any successor rule or rules with the same or similar purpose.
 
 2.27   Stockholder *.*  “Stockholder’’
        means an individual or entity that owns one (1) or more shares of Common
        Stock.
 
 2.28  Subsidiary *.* “Subsidiary’’
means
        any entity in which the Company owns, directly or indirectly, stock or other
        ownership interests possessing at least eighty percent (80%) or more of the
        total combined voting power of all classes of stock or other ownership interests
        entitled to vote or at least eighty percent (80%) of the total value of shares
        of all classes of stock or other ownership interests of such entity as
        determined pursuant to Code section 1563(a)(1), but only during the period
        any
        such entity would be so defined. “Subsidiary” also means a 100% owned entity in
        which a check-the-box election under Code section 7701 has been
        made.
  5
  
 2.29   Termination
        of
        Directorship *.* “Termination
        of
        Directorship’’ means the termination of an individual’s status as a Director for
        any reason whatever, whether voluntarily or involuntarily, including death
        of
        the Director.
 
 
 **ARTICLE
        THREE**
 **ADMINISTRATION**
 
 3.1  Plan
        Administration *.*  Unless
        otherwise
        specified by the Board of Directors, this Plan shall be administered by the
        Committee. The Board of Directors may, in its sole discretion, at any time
        and
        from time to time, by an official action, resolve to administer the Plan
        effective as of a date specified in such action. In the event the Board of
        Directors exercises its discretion to administer the Plan, all references
        to the
“Committee’’ herein shall be deemed to be references to the “Board of
        Directors.’’
 
 3.2  Powers
        and
        Duties of the Committee *.* The
        Committee shall
        have the sole and exclusive authority and discretion to: (i) exercise all
        powers
        granted to it under the Plan and under any Board of Directors’ action; (ii)
        construe, interpret, and implement the Plan, any Deferred Stock Unit Agreement
        and related documents; (iii) cause the Company to enter into Deferred Stock
        Unit
        Agreements with Eligible Directors (including, but not limited to, the authority
        to prescribe the form of such Deferred Stock Unit Agreements and the legend,
        if
        any, to be affixed to the certificates representing such shares issued under
        this Plan); (iv) prescribe, amend and rescind rules and interpretations relating
        to the Plan; (v) make all determinations necessary or advisable in administering
        the Plan; (vi) correct any defect, supply any omission and reconcile any
        inconsistency in or between the Plan, any Deferred Stock Unit Agreement and
        related documents; and (vii) designate one or more persons or agents to carry
        out any or all of its administrative duties hereunder (provided that none
        of the
        duties required to be performed by the Committee under Rule 16b-3, or Article
        Six below, may be delegated to any other person or agent). The Company shall
        furnish the Committee with such clerical and other assistance as is necessary
        for the performance of the Committee’s duties under this Plan.
 
 3.3  Governance
        of
        the Committee *.* All
        actions of the
        Committee with respect to the Plan shall require the affirmative vote of
        a
        majority of its members present at a meeting at which a quorum is present
        (in
        person, telephonically, electronically or as otherwise permitted by the
        Committee’s governing documents). The determination of the Committee, in its
        sole and exclusive discretion, on all matters relating to the Plan, any Deferred
        Stock Unit Agreement or related documents shall be conclusive.
 
 3.4  Limitation
        of
        Liability *.* No
        member of the
        Committee or any of its designees who are employees of the Company shall
        be
        liable for any action or determination made in good faith with respect to
        the
        Plan, any Deferred Stock Unit Agreement or related documents.
 
 3.5  Administrative
        Plan Years *.* The
        Plan shall be
        administered and operated on the basis of the Plan Year.
 
 
 **ARTICLE
        FOUR**
 **PARTICIPATION**
 
 4.1  Participation *.* All
        Eligible
        Directors shall participate in the Plan and be eligible to receive Grants
        pursuant to Article Six.
 
 4.2  Grantees *.* An
        Eligible
        Director designated pursuant to Section 4.1 shall be deemed to be a Grantee
        upon
        execution of a Deferred Stock Unit Agreement between such Eligible Director
        and
        the Company in accordance with Article Six. An Eligible Director shall remain
        a
        Grantee until such time as he or she no longer has any Deferred Stock Units
        subject to the terms of this Plan or any Deferred Stock Unit
        Agreement.
 
  6
  
 **ARTICLE
        FIVE**
 **STOCK
        AVAILABLE FOR GRANTS**
 
 5.1  Available
        Stock *.*  Deferred
        Stock
        Units representing up to one million
        (1,000,000) shares of Common Stock may be granted under this Plan. In the
        event
        that the number or kind of outstanding shares of Common Stock of the Company
        shall be changed by reason of recapitalization, reorganization, redesignation,
        merger, consolidation, stock split, stock dividend, combination or exchange
        of
        shares, exchange for other securities, or the like, the number and kind of
        Deferred Stock Units representing Common Stock that may thereafter be issued
        under this Plan, along with any Deferred Stock Units then outstanding, may
        be
        appropriately adjusted as determined by the Committee so as to reflect such
        change. In accordance with (and without limitation upon) the foregoing, Deferred
        Stock Units available under this Plan and covered by Grants that expire,
        terminate, are forfeited or are canceled for any reason whatever shall again
        become available for Grants under this Plan.
 
 5.2  Source
        of
        Stock *.* The Distributed
        Stock that may be issued under this Plan pursuant to Section 8.1 shall be
        made
        available from authorized and unissued shares or treasury shares of Common
        Stock
        of the Company.
 
 
 **ARTICLE
        SIX**
 **DEFERRED
        STOCK UNIT GRANTS**
 
 6.1  Granting
        of
        Deferred Stock Units *.*
 
 (a)  Each
        New Director
        shall receive, on the date such New Director attends his or her initial meeting
        of the Board of Directors as a Director, a one-time Grant of such
        number of Deferred Stock Units equal to the same
        number of shares of Company Common Stock that have a Fair Market Value of
        $150,000 on such grant date ( or
        such lesser
        amount as the Committee may
        determine).
 
 (b)  On
        the first
        Business Day in June of each Plan Year, each Eligible Director on such date
        who
        has served as a Director for one year or more as of June 1 of such Plan Year
        shall be Granted such
        number of Deferred Stock Units equal to the same
        number of shares of Company Common Stock that have a Fair Market Value of
        $105,000 on such grant date ( or
        such lesser
        amount as the Committee may
        determine).
 
 (c)  All
        Grants shall be
        subject to the terms of this Plan, a Deferred Stock Unit Agreement and such
        other terms and conditions as the Committee shall deem necessary or
        appropriate.
 
 6.2  Deferred
        Stock
        Unit Agreements *.*  The
        granting of
        Deferred Stock Units to an Eligible Director under this Plan shall be contingent
        on such Eligible Director executing a Deferred Stock Unit Agreement in the
        form
        prescribed by the Committee. Each Deferred Stock Unit Agreement shall (i)
        indicate the number of Deferred Stock Units granted to the Eligible Director;
        (ii) indicate the effective date of the Grant; (iii) include provisions
        reflecting the vesting of the Deferred Stock Units under this Plan; and (iv)
        include any other terms, conditions or restrictions the Committee deems
        necessary or appropriate.
 
 6.3  Vesting
        of
        Deferred Stock Units .
 
 (a)  The
        Deferred Stock
        Units shall vest in three (3) equal amounts on the first, second and third
        anniversaries of the Date of Grant, provided that the Grantee is an Eligible
        Director on each such vesting date.
 
 (b)  Upon
        the occurrence
        of a Payment Event, the Grantee shall forfeit to the Company, without
        consideration therefor, all unvested Deferred Stock Units, and such Deferred
        Stock Units shall be available for future Grants as provided in Section 5.1.
  7
  
 (c)  Notwithstanding
        the
        preceding, however, all unvested Deferred Stock Units held by a Grantee shall
        immediately vest in the event of (i) a Change in Control, (ii) the death
        of the
        Grantee, (iii) the date the Committee determines, in its sole discretion,
        that
        the Grantee is totally disabled, (iv) the Grantee’s Normal Retirement Date, or
        (v) the Grantee’s Termination of Directorship.
 
 6.4  Stockholder
        Rights *.* A
        Grantee shall have no voting rights, dividend rights or any other rights
        as a
        Stockholder with respect to any Deferred Stock Units granted to him or her
        under
        this Plan. In addition, a Grantee shall not have any rights as a Stockholder
        with respect to any shares of Common Stock issuable pursuant to the Deferred
        Stock Units until the date on which a stock certificate (or certificates)
        representing such Common Stock is issued .
  6.5  Dividend
        Equivalents. Notwithstanding Section 6.4 above:
  (a)  If
        on any date,
        while the Grantee is an Eligible Director, the Company shall pay any dividend
        on
        the Common Stock (other than a dividend payable in Common Stock), the number
        of
        Deferred Stock Units credited to the Grantee (including any unvested Deferred
        Stock Units) shall as of such payment date be increased by an amount equal
        to:
        (x) the product of the number of Deferred Stock Units credited to the Grantee
        (including any unvested Deferred Stock Units) as of the record date for such
        dividend multiplied by the per share amount of any dividend (or, in the case
        of
        any dividend payable in property other than cash, the per share value of
        such
        dividend, as determined in good faith by the Board), divided by (y) the closing
        price of the Common Stock on the payment date for such dividend. Accounts
        shall
        be credited with fractional Deferred Stock Units, rounded to the third decimal
        place.
 
 (b)  If
        on any date,
        while the Grantee is an Eligible Director, the Company shall pay any dividend
        on
        Common Stock that is payable in Common Stock, the number of Deferred Stock
        Units
        credited to the Grantee (including any unvested Deferred Stock Units) shall
        be
        increased by an amount equal to the product of: (x) the number of Deferred
        Stock
        Units credited to the Grantee (including any unvested Deferred Stock Units)
        as
        of the record date for such dividend and (y) the number of shares of Common
        Stock (including any fraction thereof) payable as a dividend on a share of
        Common Stock. Accounts shall be credited with fractional Deferred Stock Units,
        rounded to the third decimal place.
 
 (c)  Deferred
        Stock
        Units credited to Grantees in connection with a dividend on Common Stock
        pursuant to Section 6.5(a) shall immediately vest.
 
 
 **ARTICLE
        SEVEN**
 **** **RESTRICTIONS
        ON DEFERRED STOCK UNITS**
 
 7.1  Transfer
        Restrictions *.*  Deferred
        Stock
        Units shall not be sold, assigned, exchanged, pledged, hypothecated, transferred
        or otherwise disposed of.
 
 7.2  Other
        Restrictions *.* The Committee may
        impose restrictions on Deferred Stock Units in addition to, or different
        from,
        those described in this Plan, as it deems necessary or appropriate. Grants
        to
        different Grantees may be made upon different terms with different conditions
        or
        restrictions. Grants may vary from time to time and from Grantee to Grantee.
        The
        Committee may not materially increase the benefits of any Grantee.
 
 
 **ARTICLE
        EIGHT**
 **PAYMENT
        OF COMMON STOCK**
 
 8.1  Vested
        Deferred
        Stock Units *.* Upon
        the earlier
        of
 
 (a)  thirty
        (30) days
        after a Termination of Directorship or
 
 (b)  the
        date of a
        Change in Control
  8
  
 
 (such
        event
        referred to as a “Payment Event”), then, subject to the terms of this Plan and
        any applicable Deferred Stock Unit Agreement, the Company shall deliver,
        or
        cause to be delivered, to the Grantee a number of shares of Common Stock
        equal
        to the aggregate number of vested Deferred Stock Units credited to the Grantee
        as of such date (including Deferred Stock Units vesting pursuant to Section
        6.3(c) hereof) (the “Distributed Stock”) . The Committee
        shall notify a Grantee (or his or her Beneficiary, if applicable) of the
        occurrence of a Payment Event within an administratively practicable time.
        The
        Grantee shall receive cash in lieu of the distribution of Common Stock for
        fractional Deferred Stock Units, based on the closing price of the Common
        Stock
        on the date of distribution of the Distributed Stock.
 
 8.2  Satisfaction
        of
        Grantee’s Tax Obligations *.*  On
        one or more
        demands by the Company from time to time, Grantee shall pay to the Company
        any
        taxes that the Company reasonably determines it is required to withhold under
        applicable tax laws with respect to the Deferred Stock Units or the issuance
        of
        Distributed Stock pursuant to any award. Grantee may satisfy such tax
        withholding obligation by instructing the Company to withhold shares of
        Distributed Stock to satisfy the minimum tax withholding amount permissible
        under the method that results in the least amount withheld. The Grantee shall
        provide the Committee and the Company with such additional information or
        documents as may be necessary for the Committee or the Company to discharge
        their respective obligations under this Section.
 
 8.3  Delivery
        of
        Distributed Stock *.* As
        promptly as
        practicable following the sale of a portion of a Grantee’s Distributed Stock
        withheld in accordance with Section 8.2, if it has not already done so, the
        Committee shall cause the Distributed Stock to be issued to the
        Grantee .
        In addition, the
        Committee shall cause the Company to deliver the proceeds of the sale of
        shares
        of the Grantee’s Distributed Stock pursuant to Section 8.2 to the Internal
        Revenue Service and/or other taxing authority in satisfaction of the Grantee’s
        tax liability, arising from the issuance of the certificates. In the event
        of a
        Grantee’s death, such certificates shall be delivered to the Grantee’s
        Beneficiary, determined in accordance with Article Nine.
 
 
 **ARTICLE
        NINE**
 **BENEFICIARY
        DESIGNATION**
 
 9.1  Procedures
        for
        Beneficiary Designation *.* A
        Grantee may designate a Beneficiary or Beneficiaries to receive any shares
        of
        Distributed Stock or other amounts that become payable on account of the
        Grantee’s death, in such manner as the Committee may require.
 
 9.2  Default
        Beneficiaries *.*  If
        a Grantee has
        not designated a Beneficiary or Beneficiaries in accordance with Section
        9.1,
        any shares of Distributed Stock shall be distributed to the person or persons
        in
        the first of the following classes in which there are any survivors of such
        Grantee:
 
 (a)  his
        or her spouse
        at the time of death;
 
 (b)  the
        executor or
        administrator of his or her estate;
 
 (c)  his
        or her issue
        per stirpes; and
  (d)  his
        or her
        parents.
 
 
 **ARTICLE
        TEN**
 **AMENDMENTS**
 
 10.1  Plan
        May Be
        Amended *.* Subject
        to Section
        10.2, the Board of Directors may amend this Plan for any reason and at any
        time.
 
 10.2  Limitations
        on
        Plan Amendment *.* Except
        as otherwise
        provided in Section 5.1, no amendment shall increase the maximum number of
        shares of Common Stock that may be granted under
  9
  this
        Plan without
        the further approval of the Stockholders. Furthermore, any amendment to this
        Plan meeting the definition of a “material revision’’ (or any successor
        definition) under the listing requirements of the New York Stock Exchange
        shall
        be approved by the Stockholders as required by such listing requirements.
        No
        amendment to this Plan shall materially and adversely modify or impair the
        then
        existing rights of Grantees without such individual’s written
        consent.
 
 
 **ARTICLE
        ELEVEN**
 **TERMINATION**
 
 11.1  Plan
        Termination *.* Awards
        may be made
        under this Plan until May 31, 2014. Notwithstanding the preceding, t he
        Board of
        Directors may terminate this Plan for any reason, or no reason, and at any
        time.
        Except as otherwise provided in Section 11.2, Plan termination shall not
        materially and adversely modify or impair the then existing rights of Grantees
        without such individual’s written consent.
 
 11.2  Stockholder
        Approval *.* This
        Plan shall
        immediately terminate if the Plan is not approved by a majority of the
        outstanding shares of Common Stock present (in person, telephonically,
        electronically, by proxy or its equivalent or as otherwise permitted by the
        Company’s governing documents) and entitled to vote at the Company’s 2004 Annual
        Meeting of Stockholders. Notwithstanding any Plan provision to the contrary,
        in
        the event of such a termination, all Grants of Deferred Stock Units under
        the
        Plan, if any, shall be revoked and the Plan shall be deemed null and void *ab
        initio.* In
        the event of
        such a termination, the Company, the Board of Directors, the Committee and
        the
        Subsidiaries shall not be liable for any Grants under this Plan.
 
 
 **ARTICLE
        TWELVE**
 **MISCELLANEOUS**
 
 12.1  Consents *.* If
        the Committee
        shall at any time determine that any Consent is necessary or desirable as
        a
        condition to, or in connection with, any Plan Action, then such Plan Action
        shall not be taken, in whole or in part, unless and until such Consent shall
        have been effected or obtained to the full satisfaction of the Committee,
        or the
        Committee may require that such Plan Action be taken only in such manner
        as to
        make such Consent unnecessary.
 
 12.2  Other
        Payments
        or Awards *.* Nothing
        contained
        in the Plan shall be deemed to in any way limit or restrict the Company,
        any
        Subsidiary, the Board of Directors or the Committee from making any award
        or
        payment to any person under any other plan, arrangement or understanding,
        whether now existing or hereafter in effect.
 
 12.3  Section
        Headings *.* The
        section
        headings contained herein are for purposes of convenience only and are not
        intended to define or limit the contents of said sections.
 
 12.4  Number *.* The
        singular herein
        shall include the plural, or vice versa, wherever the context so
        requires.
 
 12.5  Waiver *.* No
        waiver of any
        term or provision of this Plan by the Company, any Subsidiary, the Board
        of
        Directors or Committee shall constitute a waiver of the same term or provision
        in any subsequent case.
 
 12.6  Governing
        Law *.*  This
        Plan shall be
        governed by, construed and enforced in accordance with the internal laws
        of the
        State of Texas, without reference to principles of conflict of
        laws.
 
 12.7  Participant
        Rights *.*  This
        Plan is
        intended to constitute an unfunded plan for incentive compensation of Eligible
        Directors, and the rights of Eligible Directors under the Plan shall be those
        of
        general creditors of the Company.
 10