As Amended and Restated

Through January 31, 2000











R. H. DONNELLEY CORPORATION



1998 Directors' Stock Plan

































R. H. DONNELLEY CORPORATION



1998 Directors' Stock Plan





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|1.  | Purpose                                                                                      | 1   
|    |                                                                                              |     
|2.  | Definitions                                                                                  | 1   
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|3.  | Administration                                                                               | 4   
|    |                                                                                              |     
|4.  | Shares Available Under the Plan                                                              | 4   
|    |                                                                                              |     
|5.  | Eligibility                                                                                  | 5   
|    |                                                                                              |     
|6.  | Initial and Annual Grants of Options                                                         | 5   
|    |                                                                                              |     
|7.  | Grants of Deferred Shares and Restricted Stock                                               | 6   
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|8.  | Options Granted in Payment of Fees and Deferral of Fees
In Deferred Shares and Deferred Cash | 7   
|    |                                                                                              |     
|9   | Other Deferrals and Terms of Deferral Accounts                                               | 10  
|    |                                                                                              |     
|10. | Settlement of Deferral Accounts                                                              | 11  
|    |                                                                                              |     
|11. | Amendment and Termination                                                                    | 12  
|    |                                                                                              |     
|12. | General Provisions                                                                           | 12  















R. H. DONNELLEY CORPORATION



1998 Directors' Stock Plan





1.      Purpose. The purpose of this 1998 Directors' Stock Plan (the "Plan") is to aid R.H. Donnelley Corporation (the "Company") in attracting, retaining and
compensating non-employee directors and to enable such persons to increase their proprietary interest in the Company. In furtherance of this purpose, the Plan provides to each such director (i) an automatic annual grant of Deferred Shares (as defined
below), (ii) an automatic initial grant of an Option (as defined below) to each newly elected or appointed non-employee director, (iii) an automatic annual grant of an Option, (iv) an opportunity to elect deferred and alternative forms of compensation in
lieu of cash fees for service as a director, including Options, Deferred Shares, and deferred cash, and (v) an opportunity to defer delivery of shares otherwise deliverable upon exercise of Options or settlement of Deferred Shares.

2.      Definitions. In addition to the terms defined in Section 1 above, the following capitalized terms used in the Plan have the respective meanings set forth in
this Section:

(a)     "Act" means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.

(b)     "Administrator" means the administrative committee specified in Section 3(b) to whom the Board has delegated the authority
to take action under the Plan.

(c)     "Beneficial Owner" has the meaning defined in Rule 13d-3 under the Act.

(d)     "Beneficiary" means any person (which may include trusts and is not limited to one person) who has been designated by the
Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under the Plan in the event of the Participant's death. If no Beneficiary has been designated who survives the Participant's
death, then Beneficiary means any person(s) entitled by will or, in the absence thereof, the laws of descent and distribution to receive such benefits.

(e)     "Board" means the Board of Directors of the Company.

(f)     "Change in Control" means the occurrence of any of the following events after the effective date of the Plan:

(i)     Any "person," as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee
or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities;



(ii)     During any period of two consecutive years commencing on July 14, 1998, individuals who at the beginning of such period constitute the Board, and any new director (other
than a director designated by a person (as defined above) who has entered into an agreement with the Company to effect a transaction described in subsections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by
the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for
any reason to constitute at least a majority thereof;

(iii)     The shareholders of the Company have approved a merger or consolidation of the Company with any other company and all other required governmental approvals of such
merger or consolidation have been obtained, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as defined above) becomes the beneficial owner (as defined above) of more than 20% of the combined voting power of the Company's then
outstanding securities; or

(iv)     The shareholders of the Company have approved a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company's assets, and all other required governmental approvals of such transaction have been obtained.

(g)     "Code" means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation
(including a proposed regulation) thereunder shall include any successor provisions or regulations.

(h)     "Deferral Account" means the account established and maintained by the Company for Deferred Shares credited under Sections
7 and 8 and deferred cash credited under Section 8. A Deferral Account shall include one or more subaccounts, including a Deferred Share Account for forfeitable Deferred Shares under Section 7, a Deferred Share Account for Deferred Shares that have become
nonforfeitable under Section 7 or that are at all times nonforfeitable under Section 8(c), a Deferred Share Account for Deferred Shares resulting from Option exercises under Section 9(a), and a Deferred Cash Account described in Section 8(d). The Deferral
Account and subaccounts, and Deferred Shares and deferred cash credited thereto, will be maintained solely as bookkeeping entries by the Company to evidence unfunded obligations of the Company.

(i)     "Deferred Share" means a credit to a Participant's Deferred Share Account under Sections 7 or 8 which represents the right
to receive one share of Stock upon settlement of such Account.

(j)     "Disability" means a Participant's termination of service as a director of the Company due to a physical or mental
incapacity of long duration which renders the Participant unable to perform the duties of a director of the Company.

(k)     "Effective Date" means July 14, 1998, the date the Plan becomes effective.

(l)     "Fair Market Value" means, with respect to Stock as of a given date, the average of the high and low sales prices per share
of Stock reported on a consolidated basis for securities listed on the principal stock exchange or market on which Stock is traded on the date immediately preceding the date as of which such value is being determined or, if there is no sale on that date,
then on the last previous day on which a sale was reported, unless otherwise determined by the Committee.

(m)     "Option" means the right, granted to a Participant under Section 6 or 8, to purchase a specified number of shares of Stock
at the specified exercise price for a specified period of time under the Plan. All Options will be non-qualified stock options.

(n)     "Option Valuation Methodology" means the method for determining the number of shares to be subject to Options, and the
exercise price thereof, granted in payment of Retainer Fees under Section 8(b).

(o)     "Other Director Compensation" means fees payable to a director in his or her capacity as such, other than Retainer Fees,
for attending meetings and other service on the Board and Board committees or otherwise.

(p)     "Participant" means any person who, while a director, has been granted an Option which remains outstanding, has Deferred
Shares or cash credited to his or her Deferral Account, or has elected to be granted Options in payment of Retainer Fees or to defer payment of Retainer Fees and Other Director Compensation in the form of Deferred Shares or cash under the Plan.

(q)     "Plan Year" means, with respect to a Participant, the period commencing at the time of election of the director at an
annual meeting of shareholders (or the election of a class of directors if the Company then has a classified Board of Directors), or the director's initial appointment to the Board if not at an annual meeting of shareholders, and continuing until the
close of business of the day preceding the next annual meeting of shareholders; provided, however, that the initial Plan Year for directors serving on the Effective Date shall begin at the opening of business on August 14, 1998.

(r)     "Restricted Stock" means shares of Stock granted under Section 7, subject to a risk of forfeiture and restrictions on
transfer for a specified period.

(s)     "Retainer Fees" means annual Board and chair retainer fees payable to a director in his or her capacity as such for service
on the Board and Board committees.

(t)     Retirement" means a Participant's termination of service as a director of the Company at or after age 65.

(u)     "Stock" means Common Stock, par value $1.00 per share, or any other equity securities of the Company substituted or
resubstituted for Stock under Section 12(b).

(v)     "Valuation Date" shall mean the close of business on the last business day of each calendar quarter and, in the case of any
final distribution from a Participant's Deferred Cash Account, the day preceding such distribution.

3.      Administration.

(a)     Authority. Both the Board and the Administrator (subject to the ability of the Board to restrict the Administrator)
shall administer the Plan in accordance with its terms, and shall have all powers necessary to accomplish such purpose, including the power and authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind
rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Administrator may perform any function of the Board under
the Plan, except for grants of Awards under Sections 6 and 7, adoption of material amendments to the Plan under Section 11, or other functions from time to time specifically reserved by the Board to itself. Any actions of the Board or the Administrator
with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan, except that any action of the Administrator will not be binding on the Board. The Board and Administrator may each appoint agents and delegate thereto powers
and duties under the Plan, except as otherwise limited by the Plan.

(b)     Administrator. The Administrator shall be the Compensation and Benefits Committee of the Board of Directors or such
other committee as may designated by the Board. No member of the Administrator shall be entitled to act on or decide any matter relating solely to himself or herself or any of his or her rights or benefits under the Plan. No bond or other security need be
required of the Administrator or any member thereof in any jurisdiction.

(c)     Limitation of Liability. Each member of the Board and the Administrator shall be entitled to, in good faith, rely or
act upon any report or other information furnished to him or her by any officer or other employee of the Company or any subsidiary, the Company's independent certified public accountants, or any legal counsel, executive compensation consultant, or other
professional retained by the Company to assist in the administration of the Plan. To the maximum extent permitted by law, no member of the Board or the Administrator, nor any person to whom ministerial duties under the Plan have been delegated, shall be
liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.

4.      Shares Available Under the Plan. The total number of shares of Stock reserved and available for delivery under the Plan is 150,000, subject to adjustment as
provided in Section 12(b). Shares that may be delivered under the Plan shall be treasury shares or shares acquired in the market for the account of the Participant. For purposes of the Plan, shares that may be purchased upon exercise of an Option or
distributed in settlement of Deferred Shares will not be considered to be available after such Option has been granted or Deferred Share credited, except for purposes of delivery in connection with such Option or Deferred Share; provided, however, that,
if an Option expires for any reason without having been exercised in full or Deferred Shares or shares of Restricted Stock are forfeited or cancelled, the shares subject to the unexercised portion of such Option or to the forfeited or cancelled Deferred
Shares or Restricted Stock will again be available for delivery under the Plan. The Company will use its best efforts to ensure that, at any time shares are deliverable by the Company under the Plan, the Company has a sufficient number of treasury shares
available for such delivery.

5.      Eligibility. Each non-employee director of the Company who is paid fees for service on the Board or a Board committee may participate in the Plan, subject to
the terms hereof. No person other than those specified in this Section 5 will be eligible to participate in the Plan. The Administrator will notify each person of his or her eligibility to participate in the Plan on an elective basis not later than 15
days (or such other period as may be determined by the Administrator) prior to any deadline for filing an election form.

6.      Initial and Annual Grants of Options. Options shall be granted to non-employee directors in accordance with policies established from time to time by the Board
specifying the classes of directors to be granted Options, the number of shares to be subject to each Option, and the time or times at which such Options shall be granted.

(a)     Initial Policy -- Option Grants. The initial policy with respect to Options granted under this Section 6, effective
as of the Effective Date and continuing until modified or revoked by the Board, shall be as follows:

(i)     Initial Grants. At the date of a person's initial election or appointment as a member of the Board after the Effective Date, such person, if he or she is a
non-employee director eligible to participate upon such election or appointment, shall be granted an Option to purchase during the Option term 1,500 shares of Stock, subject to adjustment as provided in Section 12(b). At the Effective Date, each person
who is a non-employee member of the Board eligible to participate at that date shall be granted an Option to purchase during the Option term 1,500 shares of Stock.

(ii)     Annual Grants. At the date of each annual meeting of shareholders at which a director is elected or reelected as a member of the Board (or at which members of another
class of directors are elected or reelected, if the Company then has a classified Board), such director, if he or she is a non-employee director eligible to participate at that date and if he or she has not been granted an Option under this Section 6(a)
previously during the same calendar year, shall be granted an Option to purchase during the Option term 1,500 shares of Stock, subject to adjustment as provided in Section 12(b).

(b)     Terms of Options Granted Under Section 6. Each Option granted under this Section 6 shall be subject to the following
terms and conditions:

(i)     Exercise Price. The exercise price per share of Stock purchasable under an Option will be equal to 100% of the Fair Market Value of Stock on the date of grant of
the Option.

(ii)     Option Term. Each Option shall expire ten years after the date of grant, or such earlier date as the Option may no longer be exercised and cannot, by its terms,
thereafter become exercisable.

(iii)     Vesting and Exercisability. The Board may establish terms regarding the times at which Options shall become vested and exercisable. Unless otherwise determined by the
Board, an Option granted under this Section 6 and not previously forfeited shall vest and become exercisable by a Participant as to one-third of the number of shares subject to the Option at the close of business on the day preceding each of the three
annual meetings of shareholders following the date of grant of the Option, rounded to the nearest number of whole shares. The foregoing notwithstanding, an Option not previously forfeited shall vest and become exercisable on an accelerated basis upon a
Change in Control or upon the termination of the Participant's service as a director due to death, Disability or Retirement. Unless otherwise determined by the Board, an Option will cease to vest and become exercisable upon the termination of the
Participant's service prior to a Change in Control for any reason other than death, Disability or Retirement, and the portion of that has not vested and become exercisable at the time of such termination shall be forfeited.

(iv)     Payment. The exercise price of an Option shall be paid to the Company either in cash or by the surrender of Stock, or any combination thereof, or in such other form or
manner as may be established by the Administrator, unless otherwise determined by the Board.

7.      Grants of Deferred Shares and Restricted Stock. Deferred Shares and/or Restricted Stock shall be granted to non-employee directors in accordance with policies
established from time to time by the Board specifying the classes of directors to be granted such Awards, the number of Deferred Shares or shares of Restricted Stock to be granted, and the time or times at which such Awards shall be granted.

(a)     Initial Policy -- Grant of Deferred Shares. The initial policy with respect to Awards under this Section 7,
effective as of the Effective Date and continuing until modified or revoked by the Board, shall be as follows:

(i)     Initial Grant. At the Effective Date, (July 14, 1998), each person who is a non-employee member of the Board eligible to participate at that date shall be granted
1,500 Deferred Shares.

(ii)    Annual Grants. At the date of each annual meeting of shareholders at which a director is elected or reelected as a member of the Board (or at which members of another
class of directors are elected or reelected, if the Company then has a classified Board), such director, if he or she is a non-employee director eligible to participate at that date and if he or she has not been granted Deferred Shares or Restricted Stock
under this Section 7(a) previously during the same calendar year, shall be granted 1,500 Deferred Shares, unless the director has elected, prior to such annual meeting of shareholders, to receive such grant in the form of an equal number of shares of
Restricted Stock. The number of shares subject to such annual grants shall be subject to adjustment as provided in Section 12(b).

(b)     Terms of Deferred Shares and Restricted Stock Granted Under Section 7. Deferred Shares granted under this Section 7
shall be subject to the terms and conditions of Deferred Shares specified in Sections 9(b), (c), and (d), unless otherwise determined by the Board. Deferred Shares and Restricted Stock granted under this Section 7 shall also be subject to the following
additional terms and conditions:

(i)     Vesting and Forfeiture. The Board may establish terms regarding the times at which Deferred Shares and Restricted Stock shall become vested and non-forfeitable.
Unless otherwise determined by the Board, an Award granted under this Section 7 and not previously forfeited shall become vested and non-forfeitable as to one-third of the number of Deferred Shares or shares of Restricted Stock at the close of business on
the day preceding each of the three annual meetings of shareholders following the date of grant of such Award, rounded to the nearest number of whole shares. The foregoing notwithstanding, an Award of Deferred Shares or Restricted Stock not previously
vested or forfeited shall vest and become non-forfeitable on an accelerated basis upon a Change in Control or upon the termination of the Participant's service as a director due to death, Disability or Retirement. Unless otherwise determined by the Board,
an Award of Deferred Shares or Restricted Stock not previously vested or forfeited will cease to vest and will be forfeited upon the termination of the Participant's service prior to a Change in Control for any reason other than death, Disability or
Retirement.

(ii)    Deferred Shares Credited As a Result of Dividend Equivalents. Unless otherwise determined by the Board, Deferred Shares credited as a result of dividend equivalents
under Section 9(b) shall be subject to the same terms, including risk of forfeiture, as the Deferred Shares with respect to which the dividend equivalents were credited.

(iii)    Dividends on Restricted Stock. Unless otherwise determined by the Board, dividends on Restricted Stock declared and paid prior to the lapse of the risk of forfeiture on
such Restricted Stock shall be automatically reinvested in additional shares of Restricted Stock, which shall be subject to the same terms, including risk of forfeiture, as the Restricted Stock on which the dividend was paid.

(iv)    Awards Nontransferable. Deferred Shares and Restricted Stock shall be nontransferable by the Participant at any time that the Award remains subject to a risk of forfeiture
 .

8.      Options Granted in Payment of Fees and Deferral of Fees In Deferred Shares and Deferred Cash. Each director of the Company who is eligible under Section 5 may
elect, in accordance with Section 8(a), to be paid Retainer Fees in the form of Options under Section 8(b) or to defer receipt of Retainer Fees and Other Director Compensation in the form of Deferred Shares under Section 8(c) or deferred cash under
Section 8(d).

(a)     Elections. A director shall elect to participate and the terms of such participation by filing an election with the
Company prior to the beginning of a Plan Year (the initial Plan Year will begin August 14, 1998 and Plan Years thereafter generally will begin at each annual meeting of shareholders or, in the case of a new director, upon initial appointment) or at such
other date as may be specified by the Administrator, provided that any date so specified shall ensure effective deferral of taxation and otherwise comply with applicable laws.

(i)     Effect and Irrevocability of Elections. Elections shall be deemed continuing, and therefore applicable to Plan Years after the initial Plan Year covered by the
election, until the election is modified or superseded by the Participant. Elections other than those subject to Section 9(d) shall become irrevocable at the commencement of the Plan Year to which an election relates, unless the Administrator specifies a
different time. Elections relating to the time of settlement of a Deferral Account shall become irrevocable at the time specified in Section 9(d). Elections may be modified or revoked by filing a new election prior to the time the election to be modified
or revoked has become irrevocable. The latest election filed with the Administrator shall be deemed to revoke all prior inconsistent elections that remain revocable at the time of filing of the latest election.

(ii)    Matters To Be Elected. The Administrator will provide a form of election which will permit a director to make appropriate elections with respect to all relevant matters
under this Section 8.

(iii)    Time of Filing Elections. An election must be received by the Administrator prior to the date specified by the Administrator. Under no circumstances may a Participant
defer compensation to which the Participant has attained, at the time of deferral, a legally enforceable right to current receipt of such compensation.

(b)     Options Granted in Payment of Retainer Fees. A Participant who has elected to be paid a specified amount of Retainer
Fees in the form of Options shall be granted, at the close of business on the day the Participant's Plan Year commences an Option to purchase the number of whole shares of Stock determined in accordance with the Option Valuation Methodology specified by
the Board. Each Option granted under this Section 8(b) shall be subject to the following terms and conditions:

(i)     Option Valuation Methodology. The Board shall determine the Option Valuation Methodology which will be used to determine the number of Options granted and the
Option exercise price. The Option Valuation Methodology may be based upon a valuation of the Option, a discounting of the aggregate exercise price of the Options by the amount of Retainer Fees to be paid in the form of Options, or such other methodology
as may be deemed reasonable for purposes of this Section 8(b).

(ii)    Option Term. Each Option will expire ten years after the date of grant; provided, however, that, unless otherwise determined by the Board, any portion of an
Option that is not yet exercisable at the date a Participant ceases to serve as a director for any reason will expire at the date such service ceases; and, provided further, that, unless otherwise determined by the Board, any portion of an Option that is not yet exercisable at the date a Participant ceases to serve as chair or a member of a Board committee will, to the extent specified in Section
8(b)(v), expire at the date such service ceases.

(iii)    Vesting and Exercisability. Each Option will vest and become exercisable as to 25% of the underlying shares on the June 30, September 30, December 31, and March 31
following the date of grant; provided, however, that, in the case of a Plan Year which begins on or after June 30 and before September 30, the vesting percentage shall be 33%, and in the case of a Plan Year which begins on or after September 30 and before December 31, the
vesting percentage shall be 50%; and provided further, that an Option will become fully vested and exercisable at the close of business on the last day of the Plan Year in which it was granted. The number of shares as to which the Option becomes vested and exercisable will be rounded
to the nearest whole number. The foregoing notwithstanding, upon a Change in Control a Participant's Option not previously forfeited shall vest and become exercisable in full, and (ii), upon termination of the Participant's service as a director due to
death, Disability, or Retirement, that portion of the Option which would become vested and exercisable on the last day of the calendar quarter in which such death, Disability, or Retirement occurred will become immediately vested and exercisable. Unless
otherwise determined by the Board, an Option will cease to further vest and become exercisable upon the termination of the Participant's service as a director prior to a Change in Control for any reason, and the portion that has not vested and become
exercisable at the time of such termination shall be forfeited.

(iv)    Exercise Price. The exercise price per share of Stock purchasable under an Option will be determined in accordance with the Option Valuation Methodology. The exercise
price of an Option shall be paid to the Company either in cash or by the surrender of Stock, or any combination thereof, or in such other form or manner as may be established by the Administrator; provided, however, that, unless otherwise determined by the Administrator, shares shall not be surrendered in payment of the exercise price if such surrender would result in additional accounting expense to the Company.

(v)     Changes in Fees; Changes in Service as a Committee Chair. If the amount of Retainer Fees is increased during a Plan Year, or if a Director is appointed chair of a
Board committee such that an additional Retainer Fee is payable during a Plan Year, such increased or additional fees will not be paid in the form of Options. If a Director has been granted an Option in respect of a Plan Year in payment of Retainer Fees
which included committee-related fees for service as chair or a member of any Board committee, and during such Plan Year he or she ceases such service but remains on the Board, the Option will expire in part at the time such service ceases, to the extent
of that portion of the Option which is not yet exercisable multiplied by a fraction the numerator of which is the amount of committee-related fees included in such Retainer Fees and the denominator of which is the total amount of such Retainer Fees.

(vi)    Service During Part of a Quarter. If a Participant ceases to serve as a director or on committee at a date other than a vesting date for the Option and if the Board does
not exercise its discretion to permit vesting of the Participant's Option in consideration for the Participant's service in that final quarterly period, the Participant shall be entitled to payment in cash for his or her service in that final quarterly
period if and to the extent then provided in the Company's regular non-employee director compensation policies.

(c)     Deferral of Retainer Fees and Other Director Compensation in the Form of Deferred Shares. If a Participant has
elected to defer receipt of a specified amount of Retainer Fees or Other Director Compensation in the form of Deferred Shares, a number of Deferred Shares shall be credited to the Participant's Deferred Share Account, as of the date such Retainer Fees or
Other Director Compensation otherwise would have been payable to the Participant but for such election to defer, equal to (i) such amount otherwise payable divided by (ii) the Fair Market Value of a share of Stock at that date. Deferred Shares credited
under this Section 8(c) shall be subject to the terms and conditions of Deferred Shares specified in Sections 9(b), (c), and (d). The right and interest of each Participant in Deferred Shares credited to the Participant's Deferred Share Account under this
Section 8(c) at all times will be nonforfeitable.

(d)     Deferral of Retainer Fees and Other Director Compensation in the Form of Deferred Cash. If a Participant has elected
to defer receipt of a specified amount of Retainer Fees or Other Director Compensation in the form of deferred cash, an amount equal to such specified amount shall be credited to the Participant's Deferred Cash Account as of the date such Retainer Fees or
Other Director Compensation otherwise would have been payable to the Participant but for such election to defer. Each Participant shall be entitled to direct the manner in which his or her Deferred Cash Account will be deemed to be invested, selecting
among the same investment alternatives (other than Company common stock) as are offered from time to time to participants in the Company's Deferred Compensation Plan. The right and interest of each Participant relating to his or her Deferred Cash Account
at all times will be nonforfeitable.

(e)     Cessation of Service as a Director. If any Retainer Fee or Other Director Compensation otherwise subject to an
election would be paid to a Participant after he or she has ceased to serve as a director, such payment shall not be subject to deferral under this Section 8, but shall instead be paid in accordance with the Company's regular non-employee director
compensation policies.

9.      Other Deferrals and Terms of Deferral Accounts.

(a)     Deferral of Certain Option Shares. Upon any exercise of an Option or an option granted under any other plan or
program of the Company by a non-employee director, if the exercise price of such option is paid by surrender of shares of Stock to the Company, the director may elect to defer receipt of all or a portion of the shares deliverable upon exercise of the
option in excess of the number surrendered in payment of the exercise price. In such case, the number of shares deferred shall be credited to the Participant's Deferred Share Account.

(b)     Dividend Equivalents on Deferred Shares. Dividend equivalents will be credited on Deferred Shares credited to a
Participant's Deferred Share Account(s) as follows:

(i)     Cash and Non-Share Dividends. If the Company declares and pays a dividend on Stock in the form of cash or property other than shares of Stock, then a number of
additional Deferred Shares shall be credited to a Participant's Deferred Share Account(s) as of the payment date for such dividend equal to (i) the number of Deferred Shares credited to the respective Account as of the record date for such dividend,
multiplied by (ii) the amount of cash plus the Fair Market Value of any property other than shares actually paid as a dividend on each share at such payment date, divided by (iii) the Fair Market Value of a share of Stock at such payment date.

(ii)    Share Dividends and Splits. If the Company declares and pays a dividend on Stock in the form of additional shares of Stock, or there occurs a forward split of Stock,
then a number of additional Deferred Shares shall be credited to the Participant's Deferred Share Account(s) as of the payment date for such dividend or forward Stock split equal to (i) the number of Deferred Shares credited the respective Account as of
the record date for such dividend or split multiplied by (ii) the number of additional Shares actually paid as a dividend or issued in such split in respect of each Share.

(c)     Reallocation of Accounts. A Participant may allocate amounts credited to his or her Deferred Cash Account to one or
more of the investment vehicles authorized under the Company's Deferred Compensation Plan. Subject to the rules established by the Administrator and subject to the provisions of this Section, a Participant may reallocate amounts credited to his or her
Deferred Cash Account as of the Valuation Date following the Participant's election, to one or more of such investment vehicles, by filing with the Administrator a notice, in such form, and in accordance with such procedures, as the Administrator shall
determine from time to time. The Administrator may, in its discretion, restrict allocation into or reallocation by specified Participants into or out of special investment vehicles or specify minimum or maximum amounts that may be allocated or reallocated
by Participants. Notwithstanding the foregoing, a Participant shall have no right to have amounts credited as cash to the Participant's Deferred Cash Account reallocated or switched to his or her Deferred Share Account or amounts credited to the
Participant's Deferred Share Account reallocated or switched to his or her Deferred Cash Account, except as may be permitted by the Administrator.

(d)     Elections as to Settlement. Each Participant, while still a director of the Company, shall file an election with the
Administrator specifying the time or times at which the Participant's Deferral Account will be settled, following the Participant's termination of service as a director of the Company, and whether distribution will be in a single lump sum or in a number
of annual installments not exceeding ten; provided, however, that, if no valid election has been filed as to the time of settlement of a Participant's Deferral Account or any portion thereof, such Deferral Account or portion thereof shall be distributed in a single lump sum on the first
business day of the year following the year in which the Participant ceases to serve as a director. If installments are elected, such installments must be annual installments commencing not later than the first year following the year in which the
Participant ceases to serve as a director (on such annual installment date as may be specified by the Administrator) and extending over a period not to exceed ten years.

(i)     Matters Covered by Election. Subject to the terms of the Plan, the Administrator shall determine whether all deferrals under the Plan must be subject to a single
election as to the time or times of settlement, or whether settlement elections may relate to a specified sub-account (i.e., the Deferred Share Account or the Deferred Cash Account) and/or a specified Plan Year. If the Administrator permits elections to relate to a specified Plan Year, such election shall apply to the amounts originally credited to the specified
subaccount in respect of such Plan Year and to any additional amounts credited as dividend equivalents or interest in respect of such originally credited amounts and previously credited additional amounts.

(ii)    Modifying Elections. A Participant may modify a prior election as to the time at which a Participant's Deferral Account (including a specified subaccount) will be
settled at any time prior to the time the Participant ceases to serve as a director of the Company, subject to such requirements as may be specified by the Administrator. Such modification shall be made by filing a new election with the Administrator. The
foregoing notwithstanding, the Administrator may disapprove or limit elections under this Section 9(d) in order to ensure that the Participant will not be deemed to have constructively received compensation in respect of the Participant's Deferral Account
prior to settlement.

(e)     Election Forms. Elections under the Plan shall be made in writing on such form or forms as may be specified from
time to time by the Administrator.

(f)     Statements. The Administrator will furnish statements to each Participant reflecting the amount credited to a
Participant's Deferral Account, transactions therein, and other related information no less frequently than once each calendar year.

(g)     Fractional Shares. The amount of Deferred Shares credited to a Deferred Share Account shall include fractional
shares calculated to at least three decimal places.

10.      Settlement of Deferral Accounts. The Company will settle a Participant's Deferral Account by making one or more distributions to the Participant (or his or her
Beneficiary, following Participant's death) at the time or times, in a lump sum or installments, as specified in the Participant's election filed in accordance with Section 9(d); provided, however, that a Deferral Account will be settled at times earlier than those specified in such election in accordance with Sections 10(b), (c), and (d).

(a)     Form of Distribution. Distributions in respect of a Participant's Deferred Share Account shall be made only in
shares of Stock, together with cash in lieu of any fractional share remaining at a time that less than one whole Deferred Share is credited to such Deferred Share Account. Shares may be delivered in certificate form to a Participant (or his or her
Beneficiary) or to a nominee for the account of the Participant (or his or her Beneficiary), or in such other manner as the Administrator may determine. Distributions in respect of a Participant's Deferred Cash Account shall be made only in cash.

(b)     Death. If a Participant ceases to serve as a director due to death or dies prior to distribution of all amounts from
his or her Deferral Account, the Company shall make a single lump-sum distribution to the Participant's Beneficiary. Any such distribution shall be made as soon as practicable following notification to the Company of the Participant's death.

(c)     Financial Emergency and Other Payments. Other provisions of the Plan notwithstanding, if, upon the written
application of a Participant, the Board determines that the Participant has a financial emergency of such a substantial nature and beyond the Participant's control that payment of amounts previously deferred under the Plan is warranted, the Board may
direct the payment to the Participant of all or a portion of the balance of a Deferral Account and the time and manner of such payment.

(d)     Change in Control. In the event of a Change in Control, payments in settlement of any Deferral Account (including a
Deferral Account with respect to which one or more installment payments have previously been made) shall be made within fifteen (15) business days following such Change in Control.

11.      Amendment and Termination. The Board may, with prospective or retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan at any time without the
consent of Participants, shareholders, or any other person; provided, however, that, without the consent of a Participant, no such action shall materially and adversely affect the rights of such Participant with respect to any rights to payment of amounts credited to such Participant's Deferral Account. The
foregoing notwithstanding, the Board may, in its sole discretion, terminate the Plan (in whole or in part) and, and may distribute to any Participant (in whole or in part, and whether or not in connection with a termination of the Plan) the amounts
credited to the Participant's Deferral Account.

12.      General Provisions.

(a)     Limits on Transferability. Options, Deferred Shares, Restricted Stock and all other rights under the Plan will
not be transferable by a Participant except by will or the laws of descent and distribution, or to a Beneficiary in the event of a Participant's death, and will not otherwise be subject to alienation, anticipation, encumbrance, garnishment, attachment,
levy, execution or other legal or equitable process, nor subject to the debts, contracts, liabilities or engagements, or torts of any Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take
any other action subject to legal or equitable process or encumber or dispose of any interest in the Plan shall be void. The foregoing notwithstanding, the Administrator may permit a Participant to transfer Options, Deferred Shares, and related rights to
one or more trusts, partnerships, or family members during the lifetime of the Participant solely for estate planning purposes, but only if and to the extent then consistent with the registration of any offer and sale of shares related thereto on Form
S-8, Form S-3, or such other registration form of the Securities and Exchange Commission as may then be filed and effective with respect to the Plan. The Company may rely upon the beneficiary designation last filed in accordance with this Section 12(a).

(b)     Adjustments. In the event that any large, special and non-recurring dividend or other distribution (whether in the
form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects
the Stock such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of a Participant's rights under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of (i)
the number and kind of shares of Stock reserved and available for delivery under the Plan and to be subject to Options, Deferred Shares, and Restricted Stock thereafter granted or credited, (ii) the number of shares subject to Options automatically
granted under Section 6(a) and the number of Deferred Shares and/or shares of Restricted Stock automatically granted under Section 7(a), (iii) the number and kind of shares of Stock deliverable upon exercise of outstanding Options, and the exercise price
per share thereof (provided that no fractional shares will be delivered upon exercise of any Option), (iv) the number and kind of shares of Stock to be delivered upon settlement of outstanding Deferred Shares (taking into account any Deferred Shares
credited as dividend equivalents under Section 9(b)), and (v) the number and kind of shares outstanding as Restricted Stock.

(c)     Receipt and Release. Payments (in any form) to any Participant or Beneficiary in accordance with the provisions of
the Plan shall, to the extent thereof, be in full satisfaction of all claims for the compensation deferred and relating to the Deferral Account to which the payments relate against the Company, the Board, or the Administrator, and the Administrator may
require such Participant or Beneficiary, as a condition to such payments, to execute a receipt and release to such effect. In the case of any payment under the Plan of less than all amounts then credited to a Deferral Account in the form of Deferred
Shares, the amounts paid shall be deemed to relate to the Deferred Shares credited to the Account at the earliest time.

(d)     Unfunded Status of Plan; Creation of Trusts. The Plan is intended to constitute an "unfunded" plan for deferred
compensation and Participants shall rely solely on the unsecured promise of the Company for payment hereunder. With respect to any payment not yet made to a Participant under the Plan, nothing contained in the Plan shall give a Participant any rights that
are greater than those of a general unsecured creditor of the Company; provided, however, that the Board may authorize the creation of trusts or make other arrangements to meet the Company's obligations under the Plan, which trusts or other arrangements shall be consistent with the "unfunded" status of the Plan unless
the Board otherwise determines with the consent of each affected Participant.

(e)     Compliance. The Company shall have no obligation to settle any Deferral Account of a Participant (in any form) until
all legal and contractual obligations of the Company relating to establishment of the Plan and such settlement shall have been complied with in full. In addition, the Company shall impose such restrictions on Stock delivered to a Participant hereunder and
any other interest constituting a security as it may deem advisable in order to comply with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchange or any other stock exchange or automated quotation system upon which the
Stock is then listed or quoted, any state securities laws applicable to such a transfer, any provision of the Company's Certificate of Incorporation or Bylaws, or any other law, regulation, or binding contract to which the Company is a party.

(f)     Other Participant Rights. No Participant shall have any of the rights or privileges of a shareholder of the Company
under the Plan, including as a result of the grant of an Option or crediting of Deferred Shares or other amounts to a Deferral Account, or the creation of any Trust and deposit of Stock therein, except at such time as such Option may have been duly
exercised or Stock may be actually delivered in settlement of a Deferral Account, except that a Participant granted Restricted Stock shall have rights of a shareholder except to the extent that those rights are limited by the terms of the Plan and the
agreement relating to the Restricted Stock. No provision of the Plan, document relating to the Plan, or transaction hereunder shall confer upon any Participant any right to continue to serve as a director of the Company or in any other capacity with the
Company or a subsidiary or to be nominated for reelection as a director, or interfere in any way with the right of the Company to increase or decrease the amount of any compensation payable to such Participant. Subject to the limitations set forth in
Section 12(a) hereof, the Plan shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

(g)     Continued Service as an Employee. If a Participant ceases to serve as a director and, immediately thereafter, is
employed by the Company or any subsidiary, then such Participant will not be deemed to have ceased to serve as a director or as chair or as a member of a Board committee at that time, and his or her continued employment by the Company or any subsidiary
will be deemed to be continued service as a director or chair or a member of a Board committee; provided, however, that, for purposes of Section 5, such former director will not be deemed to be a non-employee director eligible for further grants of Awards.

(h)     Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan
shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.

(i)     Limitation. A Participant and his or her Beneficiary shall assume all risk in connection with any decrease in value
of Options or a Deferral Account and neither the Company, the Board nor the Administrator shall be liable or responsible therefor.

(j)     Construction. The captions and numbers preceding the sections of the Plan are included solely as a matter of
convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular.

(k)     Severability. In the event that any provision of the Plan shall be declared illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

(l)     Status. The establishment and maintenance of, or allocations and credits to, the Deferral Account of any Participant
shall not vest in any Participant any right, title or interest in and to any Plan assets or benefits except at the time or times and upon the terms and conditions and to the extent expressly set forth in the Plan and in accordance with the terms of any
Trust.

(m)     Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitation
on the power of the Board to adopt such other compensatory arrangements for directors as it may deem desirable.