Exhibit
10.7


 


THE
MACERICH COMPANY


 


ELIGIBLE
DIRECTORS’


DEFERRED
COMPENSATION/PHANTOM STOCK PLAN


(As
Amended and Restated as of February 4, 2010)


 

















 


THE
MACERICH COMPANY


 


ELIGIBLE
DIRECTORS’


DEFERRED
COMPENSATION/PHANTOM STOCK PLAN


(As
Amended and Restated as of February 4, 2010)


 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  TITLE,
  PURPOSE AND AUTHORIZED SHARES

  	
  1

  
	
  ARTICLE II

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  2.1

  	
   

  	
  Account

  	
  1

  
	
   

  	
  2.2

  	
   

  	
  Additional Compensation

  	
  1

  
	
   

  	
  2.3

  	
   

  	
  Additional Compensation
  Approval Date

  	
  2

  
	
   

  	
  2.4

  	
   

  	
  Average Fair Market
  Value

  	
  2

  
	
   

  	
  2.5

  	
   

  	
  Award Date

  	
  2

  
	
   

  	
  2.6

  	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  2.7

  	
   

  	
  Cash Account

  	
  2

  
	
   

  	
  2.8

  	
   

  	
  Cash or Combination
  Dividends

  	
  2

  
	
   

  	
  2.9

  	
   

  	
  Change in Control Event

  	
  2

  
	
   

  	
  2.10

  	
   

  	
  Code

  	
  4

  
	
   

  	
  2.11

  	
   

  	
  Common Stock

  	
  4

  
	
   

  	
  2.12

  	
   

  	
  Committee

  	
  4

  
	
   

  	
  2.13

  	
   

  	
  Company

  	
  4

  
	
   

  	
  2.14

  	
   

  	
  Compensation

  	
  4

  
	
   

  	
  2.15

  	
   

  	
  Current Cash Account

  	
  4

  
	
   

  	
  2.16

  	
   

  	
  Current Dividend
  Equivalent Cash Account

  	
  4

  
	
   

  	
  2.17

  	
   

  	
  Current Dividend
  Equivalent Stock Account

  	
  4

  
	
   

  	
  2.18

  	
   

  	
  Current Stock Unit
  Account

  	
  4

  
	
   

  	
  2.19

  	
   

  	
  Disability

  	
  5

  
	
   

  	
  2.20

  	
   

  	
  Discount Rate

  	
  5

  
	
   

  	
  2.21

  	
   

  	
  Disinterested Director

  	
  5

  
	
   

  	
  2.22

  	
   

  	
  Distribution Subaccount

  	
  5

  



 


i

















 


	
   

  	
  2.23

  	
   

  	
  Dividend Equivalent

  	
  5

  
	
   

  	
  2.24

  	
   

  	
  Dividend Equivalent
  Cash Account

  	
  5

  
	
   

  	
  2.25

  	
   

  	
  Dividend Equivalent
  Stock Account

  	
  5

  
	
   

  	
  2.26

  	
   

  	
  Effective Date

  	
  5

  
	
   

  	
  2.27

  	
   

  	
  Eligible Director

  	
  5

  
	
   

  	
  2.28

  	
   

  	
  Exchange Act

  	
  5

  
	
   

  	
  2.29

  	
   

  	
  Fair Market Value

  	
  5

  
	
   

  	
  2.30

  	
   

  	
  Interest Rate

  	
  6

  
	
   

  	
  2.31

  	
   

  	
  Plan

  	
  6

  
	
   

  	
  2.32

  	
   

  	
  Plan Year

  	
  6

  
	
   

  	
  2.33

  	
   

  	
  Prior Cash Account

  	
  6

  
	
   

  	
  2.34

  	
   

  	
  Prior Dividend
  Equivalent Cash Account

  	
  6

  
	
   

  	
  2.35

  	
   

  	
  Prior Dividend
  Equivalent Stock Account

  	
  6

  
	
   

  	
  2.36

  	
   

  	
  Prior Stock Unit Account

  	
  6

  
	
   

  	
  2.37

  	
   

  	
  Special Compensation

  	
  6

  
	
   

  	
  2.38

  	
   

  	
  Special Meeting Fees

  	
  7

  
	
   

  	
  2.39

  	
   

  	
  Stock Unit or Unit

  	
  7

  
	
   

  	
  2.40

  	
   

  	
  Stock Unit Account

  	
  7

  
	
   

  	
  2.41

  	
   

  	
  Unforeseeable Emergency

  	
  7

  
	
  ARTICLE III

  	
   

  	
  PARTICIPATION

  	
  7

  
	
  ARTICLE IV

  	
   

  	
  DEFERRAL
  ELECTIONS

  	
  7

  
	
   

  	
  4.1

  	
   

  	
  Initial Elections

  	
  7

  
	
   

  	
  4.2

  	
   

  	
  Subsequent Annual
  Elections

  	
  8

  
	
  ARTICLE V

  	
   

  	
  DEFERRAL
  ACCOUNTS

  	
  8

  
	
   

  	
  5.1

  	
   

  	
  Cash Account

  	
  8

  
	
   

  	
  5.2

  	
   

  	
  Stock Unit Account

  	
  9

  
	
   

  	
  5.3

  	
   

  	
  Dividend Equivalents;
  Dividend Equivalent Cash Account; Dividend Equivalent Stock Account

  	
  11

  
	
   

  	
  5.4

  	
   

  	
  Vesting

  	
  13

  
	
   

  	
  5.5

  	
   

  	
  Distribution of
  Benefits

  	
  14

  
	
   

  	
  5.6

  	
   

  	
  Adjustments in Case of
  Changes in Common Stock

  	
  17

  
	
   

  	
  5.7

  	
   

  	
  Company’s Right to
  Withhold

  	
  17

  
	
   

  	
  5.8

  	
   

  	
  Stockholder Approval

  	
  17

  



 


ii

















 


	
  ARTICLE VI

  	
   

  	
  ADMINISTRATION

  	
  18

  
	
   

  	
  6.1

  	
   

  	
  The Administrator

  	
  18

  
	
   

  	
  6.2

  	
   

  	
  Committee Action

  	
  18

  
	
   

  	
  6.3

  	
   

  	
  Rights and Duties

  	
  18

  
	
   

  	
  6.4

  	
   

  	
  Indemnity and Liability

  	
  19

  
	
  ARTICLE VII

  	
   

  	
  PLAN
  CHANGES AND TERMINATION

  	
  19

  
	
  ARTICLE VIII

  	
   

  	
  MISCELLANEOUS

  	
  20

  
	
   

  	
  8.1

  	
   

  	
  Limitation on Eligible
  Directors’ Rights

  	
  20

  
	
   

  	
  8.2

  	
   

  	
  Beneficiaries

  	
  20

  
	
   

  	
  8.3

  	
   

  	
  Benefits Not Assignable;
  Obligations Binding Upon Successors

  	
  20

  
	
   

  	
  8.4

  	
   

  	
  Governing Law;
  Severability

  	
  20

  
	
   

  	
  8.5

  	
   

  	
  Compliance With Laws

  	
  21

  
	
   

  	
  8.6

  	
   

  	
  Headings Not Part of Plan

  	
  21

  



 


iii

















 


THE
MACERICH COMPANY


 


ELIGIBLE
DIRECTORS’


DEFERRED
COMPENSATION/PHANTOM STOCK PLAN


(As
Amended and Restated as of February 4, 2010)


 


ARTICLE I


TITLE, PURPOSE AND AUTHORIZED
SHARES


 


This
Plan shall be known as “The Macerich Company Eligible Directors’ Deferred
Compensation/Phantom Stock Plan.”  The
purpose of this Plan is to attract, motivate and retain experienced and
knowledgeable directors of The Macerich Company by permitting them to defer
compensation and affording them the opportunity to link that compensation to an
equity interest in the Company.  The
total number of shares of Common Stock that may be delivered pursuant to awards
under this Plan is 500,000, subject to adjustments contemplated by Section 5.6.


 


ARTICLE II

DEFINITIONS


 


Whenever
the following terms are used in this Plan they shall have the meaning specified
below unless the context clearly indicates to the contrary:


 


2.1          Account shall mean one or more of an Eligible
Director’s Cash Account(s), Stock Unit Account(s), Dividend Equivalent Cash
Account(s) and Dividend Equivalent Stock Account(s).  Each Account includes, to the extent
applicable, any Distribution Subaccounts.


 


2.2          Additional Compensation with respect to a particular calendar
year shall mean the difference (if any) between (i) the amount of an
Eligible Director’s Compensation for such calendar year taken into account on
the Award Date, and (ii) the amount of Compensation the Eligible Director
would actually have been paid for such calendar year, solely to the extent that
such difference in the Eligible Director’s Compensation for such calendar year
is attributable to changes in the Company’s compensation policy for
non-employee directors that are approved by the Board of Directors and take
effect during or prior to such calendar year, in each case without giving
effect to any election by the Eligible Director to defer Compensation
hereunder.  By way of example, a change
in an Eligible Director’s Compensation for a particular calendar year as a
result of a change in the amount of the annual retainer paid by the Company to
members of a Board committee of which such Eligible Director is a member would
be treated as Additional Compensation for purposes of this Plan for that
calendar year, while a change in the Eligible Director’s Compensation for a
particular calendar year as a result of such Eligible Director’s becoming or
ceasing to be a member of such a Board committee would not be treated as
Additional Compensation (but could be treated as Special Compensation) for
purposes of this Plan for that calendar year. 
For purposes of clarity, “Additional Compensation” may be a negative
number.  Notwithstanding any 


 


1

















 


other provision herein, an amount of Compensation that
is treated as Additional Compensation hereunder shall not in any event be
treated as Special Compensation.


 


2.3          Additional Compensation Approval Date shall mean the date on which the Board
of Directors approves any change in the Company’s compensation policy for
non-employee directors that gives rise to Additional Compensation hereunder.


 


2.4          Average Fair Market Value shall mean (i) for purposes of
crediting any Stock Units hereunder pursuant to Section 5.2(a)(1), the
average of the Fair Market Values of a share of Common Stock of the Company
during the last 10 trading days preceding the Award Date, (ii) for
purposes of crediting any Stock Units hereunder pursuant to Section 5.2(a)(2),
the average of the Fair Market Values of a share of Common Stock of the Company
during the last 10 trading days preceding the related Additional Compensation
Approval Date, and (iii) for purposes of crediting any Stock Units
hereunder pursuant to Section 5.2(a)(3), the average of the Fair Market
Values of a share of Common Stock of the Company for the trading days occurring
in the calendar year preceding the March 31 on which such Stock Units are
credited.


 


2.5          Award Date with reference to elections under Section 4.2
shall mean the January 1 that next follows the date of an Eligible
Director’s election made pursuant to Section 4.2.  Award Date with reference to elections under Section 4.1shall
mean the date next following the date that the Eligible Director files his or
her election under Section 4.1.


 


2.6          Board of Directors shall mean the Board of Directors of the
Company.


 


2.7          Cash Account shall mean a Current Cash Account and/or
a Prior Cash Account.


 


2.8          Cash or Combination Dividends shall mean cash dividends and
distributions to holders of shares of Common Stock, and dividends in connection
with which holders of shares of Common Stock have the right to elect to receive
cash, shares of Common Stock of equivalent value, or a combination thereof.


 


2.9          Change in Control Event


 


(a)           with respect to the provisions of Section 5.5A of
the Plan set forth in Appendix A, which apply to the distribution of amounts
deferred prior to January 1, 2005 and credited to Prior Cash Accounts,
Prior Dividend Equivalent Cash Accounts, Prior Dividend Equivalent Stock
Accounts and Prior Stock Unit Accounts, shall have the meaning specified for
such term under The Macerich Company Amended and Restated 1994 Incentive Plan,
as amended from time to time; and


 


(b)           with respect to the provisions of the Plan that apply
to distributions from Current Cash Accounts, Current Dividend Equivalent Cash
Accounts, Current Dividend Equivalent Stock Accounts and Current Stock Unit
Accounts, shall mean


 


2

















 


(1)           the acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such
individual, entity, or group, a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of stock
possessing 33% or more of the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however,
that, for purposes of this definition, the following acquisitions shall not
constitute a Change in Control Event; (A) any acquisition directly from
the Company, (B) any acquisition by the Company, (C) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any affiliate of the Company or successor or (D) any
acquisition by a Person having beneficial ownership of more than 50% of the
Outstanding Company Voting Securities prior to the acquisition;


 


(2)           individuals who, as of any date (the “Initial
Date”) after the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason, at any time within 12 months following the Initial Date,
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Initial Date whose election,
or nomination for election by the Company’s stockholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board (including for these purposes, the new members whose election or
nomination was so approved, without counting the member and his predecessor
twice) shall be considered as though such individual were a member of the
Incumbent Board;


 


(3)           consummation of a reorganization, merger,
statutory share exchange or consolidation or similar corporate transaction
involving the Company or any of its subsidiaries, or the acquisition of assets
or stock of another entity by the Company or any of its subsidiaries (each, a “Business
Combination”), in each case if, following such Business Combination, any Person
(excluding any entity resulting from such Business Combination or a parent of
any such entity or any employee benefit plan (or related trust) of the Company
or such entity resulting from such Business Combination or parent of any such
entity) beneficially owns, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of stock of the entity resulting from
such Business Combination or the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that the ownership in
excess of 50% existed prior to the Business Combination; or


 


(4)           consummation of a sale or other
disposition of all or substantially all of the assets of the Company (an “Asset
Transfer”), other than a transfer to (A) one or more of the beneficial
owners (immediately before the Asset Transfer) of the then-outstanding shares
of stock of the Company (“Outstanding Company Stock”) in exchange for or with
respect to such Outstanding Company Stock of such beneficial owners, or (B) an
entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, 


 


3

















 


by the Company, or
(C) a Person that owns, directly or indirectly, 50% or more of the total
value or voting power of the Outstanding Company Stock, or (D) an entity,
50% or more of the total value or voting power of which is owned, directly or
indirectly, by a Person described in the preceding clause (C).


 


Each event comprising a
Change in Control Event under this Subsection (b) is intended to
constitute a “change in ownership or effective control” or a “change in the
ownership of a substantial portion of the assets” of the Company as such terms
are defined for purposes of Section 409A of the Internal Revenue Code and
such definition of “Change in Control Event” as used herein shall be
interpreted consistently therewith.


 


2.10        Code shall mean the Internal Revenue Code of
1986, as amended.


 


2.11        Common Stock shall mean the Common Stock of the
Company.


 


2.12        Committee shall mean a Committee of the Board of
Directors acting in accordance with Article VI and applicable Maryland
law, or the Board of Directors.


 


2.13        Company shall mean The Macerich Company, a
Maryland corporation, and its successors and assigns.


 


2.14        Compensation shall mean the annual retainer and
regular meeting fees payable by the Company to an Eligible Director for a
calendar year.


 


2.15        Current Cash Account shall mean a bookkeeping account
maintained by the Company on behalf of each Eligible Director who elects to
defer Compensation and Special Meeting Fees earned after December 31, 2004
in cash in accordance with Section 5.1.


 


2.16        Current Dividend Equivalent Cash
Account shall
mean a bookkeeping account maintained by the Company on behalf of an Eligible Director
that is credited with Dividend Equivalents in the form of cash deferrals
attributable to Stock Units credited to the Eligible Director’s Current Stock
Unit Account (with respect to Compensation and Special Meeting Fees earned
after December 31, 2004) in accordance with Section 5.3(b)(1).


 


2.17        Current Dividend Equivalent Stock
Account shall
mean a bookkeeping account maintained by the Company on behalf of an Eligible
Director that is credited with Dividend Equivalents in the form of Stock Units
attributable to Stock Units credited to the Eligible Director’s Current Stock
Unit Account (with respect to Compensation and Special Meeting Fees earned
after December 31, 2004) in accordance with Section 5.3(c)(1).


 


2.18        Current Stock Unit Account shall mean a bookkeeping account
maintained by the Company on behalf of each Eligible Director who elects to
defer 


 


4

















 


Compensation and Special Meeting Fees earned after December 31,
2004 in Stock Units in accordance with Section 5.2.


 


2.19        Disability shall mean a medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months that
renders an Eligible Director unable to engage in any substantial gainful
activity.


 


2.20        Discount Rate shall mean an interest rate equal to 5%
per annum.


 


2.21        Disinterested Director shall mean a member of the Board of
Directors who is not generally disqualified from making decisions concerning
this Plan or all actions hereunder under any applicable legal requirements, but
in no event shall a member of the Board of Directors participate in any
decision affecting only his or her benefits under this Plan.


 


2.22        Distribution Subaccount shall mean a subaccount of an Eligible
Director’s Account established to separately account for deferred Compensation
and Special Meeting Fees (and Dividend Equivalents or other earnings or losses
thereon) that are subject to different distribution elections.


 


2.23        Dividend Equivalent shall mean the amount of Cash or
Combination Dividends paid by the Company after January 31, 1995 on that
number of shares of Common Stock equivalent to the number of Stock Units then
credited to an Eligible Director’s Stock Unit Account, or Stock Unit Accounts,
as applicable, and Dividend Equivalent Stock Account, or Dividend Equivalent
Stock Accounts, as applicable, which amount shall be allocated as additional
Stock Units to the Eligible Director’s Dividend Equivalent Stock Account(s) or
as additional deferrals to the Eligible Director’s Dividend Equivalent Cash
Account(s), as provided in Section 5.3.


 


2.24        Dividend Equivalent Cash Account shall mean a Current Dividend Equivalent
Cash Account and/or a Prior Dividend Equivalent Cash Account.


 


2.25        Dividend Equivalent Stock Account shall mean a Current Dividend Equivalent
Stock Account and/or a Prior Dividend Equivalent Stock Account.


 


2.26        Effective Date shall mean July 29, 1994.


 


2.27        Eligible Director shall mean a member of the Board of
Directors of the Company who is compensated in such capacity and (as to any
outstanding Account balances under this Plan) any such person who has Account
balances under the Plan.


 


2.28        Exchange Act shall mean the Securities Exchange Act
of 1934, as amended from time to time.


 


2.29        Fair Market Value shall mean on any date the closing price
of the stock on the Composite Tape, as published in the Western Edition of The
Wall Street Journal, of the principal securities exchange or market on which
the stock is so listed, 


 


5

















 


admitted to trade, or quoted on such date, or, if
there is no trading of the stock on such date, then the closing price of the
stock as quoted on such Composite Tape on the next preceding date on which
there was trading in such shares; provided, however, if the stock is not so
listed, admitted or quoted, the Committee may designate such other exchange,
market or source of data as it deems appropriate for determining such value for
purposes of this Plan.


 


2.30        Interest Rate shall mean the rate that is 120% of the
federal long-term rate for compounding on a quarterly basis, determined and
published by the Secretary of the United States Department of Treasury under Section 1274(d) of
the Code, for the month in which interest is credited.


 


2.31        Plan shall mean The Macerich Company Eligible
Directors’ Deferred Compensation/Phantom Stock Plan, as amended from time to
time.


 


2.32        Plan Year shall mean the applicable calendar year.


 


2.33        Prior Cash Account shall mean a bookkeeping account
maintained by the Company on behalf of each Eligible Director who elects to
defer Compensation and Special Meeting Fees earned before January 1, 2005
in cash in accordance with Section 5.1.


 


2.34        Prior Dividend Equivalent Cash
Account  shall
mean a bookkeeping account maintained by the Company on behalf of an Eligible
Director that is credited with Dividend Equivalents in the form of cash
deferrals attributable to Stock Units credited to the Eligible Director’s Prior
Stock Unit Account (with respect to Compensation and Special Meeting Fees
earned before January 1, 2005) in accordance with Section 5.3(b)(2).


 


2.35        Prior Dividend Equivalent Stock
Account  shall mean a bookkeeping account
maintained by the Company on behalf of an Eligible Director that is credited
with Dividend Equivalents in the form of Stock Units attributable to Stock
Units credited to the Eligible Director’s Prior Stock Unit Account (with
respect to Compensation and Special Meeting Fees earned before January 1,
2005) in accordance with Section 5.3(c)(2).


 


2.36        Prior Stock Unit Account shall mean a bookkeeping account
maintained by the Company on behalf of each Eligible Director who elects to
defer Compensation and Special Meeting Fees earned before January 1, 2005
in Stock Units in accordance with Section 5.2.


 


2.37        Special Compensation with respect to a particular calendar
year shall mean the difference (if any) obtained by subtracting (i) the
sum of (a) the amount of an Eligible Director’s Compensation for such
calendar year taken into account on the Award Date, and (b) the amount of
the Eligible Director’s Additional Compensation (if any) taken into account for
such calendar year at any time after the Award Date, from (ii) the amount
of Compensation the Eligible Director would actually have been paid for such
calendar year (including, without limitation, any such difference attributable
to increases 


 


6

















 


or decreases in annual retainer levels and regular meeting
fees, any Special Meeting Fees, and any other Compensation not taken into
account on the Award Date or as Additional Compensation after the Award Date),
in each case without giving effect to any election by the Eligible Director to
defer Compensation hereunder.  For
purposes of clarity, “Special Compensation” may be a negative number.


 


2.38        Special Meeting Fees shall mean the meeting fees that are
paid by the Company after January 31, 1995 to an Eligible Director for
meetings during a deferral period in addition to the regular meetings
contemplated at the time of a deferral election for that deferral period.


 


2.39        Stock Unit or Unit shall mean a non-voting unit of
measurement that is deemed for bookkeeping purposes to be equivalent to one
outstanding share of Common Stock of the Company solely for purposes of this
Plan.


 


2.40        Stock Unit Account shall mean a Current Stock Unit Account
and/or a Prior Stock Unit Account.


 


2.41        Unforeseeable Emergency shall mean a severe financial hardship
to the Eligible Director resulting from an illness or accident of the Eligible
Director, the Eligible Director’s spouse or a dependent (as defined in Section 152(a) of
the Code) of the Eligible Director, loss to the Eligible Director’s property
due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Eligible Director.


 


ARTICLE III

PARTICIPATION


 


Each
Eligible Director shall become a participant in the Plan by electing to defer
his or her Compensation or Special Meeting Fees in accordance with Article IV.


 


ARTICLE IV

DEFERRAL ELECTIONS


 


4.1          Initial Elections.  On or before the 30th day after first becoming an Eligible Director,
a new Eligible Director may make an irrevocable election to defer all or a
portion (in 10% increments) of his or her Compensation and/or Special Meeting
Fees payable for services to be rendered by the Eligible Director after the
date such election is filed with the Committee and during the remainder of the
calendar year during which the Eligible Director first becomes an Eligible
Director and/or during the next one or two calendar years in (a) cash, in
accordance with Section 5.1, or (b) Stock Units, in accordance with Section 5.2.  Such election shall be in writing on a form
provided by the Company and approved by the Committee and must be filed no
later than the 30th day following the date that the Eligible
Director first becomes an Eligible Director. 
Such election may also specify that the amounts deferred pursuant to
such election shall be paid under one of the optional forms of benefits set
forth in Section 5.5(a).


 


7






 










 


4.2          Subsequent Annual Elections.


 


(a)           General Rule.  On or before
the date set forth in the applicable election agreement (but in no event later
than December 31 of the year preceding the first year to which the
election applies), each Eligible Director may make an irrevocable election to
defer all or a portion (in 10% increments) of his or her Compensation and/or
Special Meeting Fees payable for services to be rendered by the Eligible
Director during the next one, two, or three calendar years in (a) cash, in
accordance with Section 5.1, or (b) Stock Units, in accordance with Section 5.2.  Such election shall be in writing on forms
provided by the Company and approved by the Committee.  Such election may also specify that the
amounts deferred pursuant to such election shall be paid under one of the
optional time and forms of distribution set forth in Section 5.5(a).


 


(b)           Special Rule for 2005
and 2006 Deferrals.  Any Eligible Director who filed a deferral
election under this Plan prior to December 31, 2003 with respect to
Compensation and/or Special Meeting Fees to be earned in 2005 and/or 2006 (a “Pre-Existing
Deferral Election”) may file a new distribution election with respect to
amounts to be deferred in 2005 and/or 2006 pursuant to such Pre-Existing Deferral
Election (the “2005-2006 Deferrals”) no later than December 31, 2005.  If the Eligible Director does not file such a
distribution election for such 2005-2006 Deferrals, then he or she shall be
deemed to have elected to receive a distribution of his 2005-2006 Deferrals as
provided in the Eligible Director’s most recent effective distribution election
filed prior to December 31, 2004 with the Committee in accordance with Section 5.5A(b) with
respect to all amounts deferred under such Pre-Existing Deferral Election.  Any further changes to the time and manner of
distribution of the Participant’s 2005-2006 Deferrals shall be made in
accordance with, and governed by, the provisions of Section 5.5(b) and
not Section 5.5A(b).


 


(c)           2008 Distribution
Elections.  Notwithstanding the provisions of Sections
4.1, 4.2(a), 4.2(b) and 5.5 hereof, a Participant may elect to change his
or her distribution election with respect to his or her Current Cash Accounts,
Current Dividend Equivalent Cash Accounts, Current Dividend Equivalent Stock
Accounts and Current Stock Unit Accounts from among the optional times and
forms of distribution set forth in Section 5.5(a) by filing a new
election with the Committee on or after January 1, 2008 and on or before December 31,
2008.  Any such election change shall
apply only to amounts that would not otherwise be payable in 2008 and shall not
cause any amount to be paid in 2008 that would not otherwise be payable in
2008.


 


ARTICLE V

DEFERRAL ACCOUNTS


 


5.1          Cash Account.


 


(a)           Current Cash Account. 
Effective January 1, 2005, if an Eligible Director has elected or
elects in accordance with Article IV to defer Compensation and/or Special
Meeting Fees earned after December 31, 2004 in cash, the Committee shall
establish and maintain a Cash Account for the Eligible Director under the Plan,
which 


 


8

















 


Account shall be a memorandum account on the books of
the Company and shall be such Eligible Director’s “Current Cash Account.”  An Eligible Director’s Current Cash Account
shall be credited as follows:


 


(1)           As of the last day of each calendar
quarter, the Committee shall credit the Eligible Director’s Current Cash
Account with an amount equal to the elected percentage of the Compensation
deferred by the Eligible Director during such quarter;


 


(2)           As of the date payment of any Special
Meeting Fees would otherwise be made, the Eligible Director’s Current Cash
Account shall be credited with an amount equal to the elected percentage of the
Eligible Director’s Special Meeting Fees; and


 


(3)           As of the last day of each calendar
quarter, the Eligible Director’s Current Cash Account shall be credited with
earnings equal to an amount determined by multiplying the balance credited to
such Account as of the last day of the preceding quarter by one-fourth of the
Interest Rate.


 


(b)           Prior Cash Account. 
Effective January 1, 2005, the Cash Account (if any) established
for an Eligible Director prior to January 1, 2005 shall be that Eligible
Director’s “Prior Cash Account,” and no amount of Compensation or Special
Meeting Fees earned after December 31, 2004 that such Eligible Director
elects to defer under this Plan shall be credited to such Prior Cash
Account.  As of the last day of each
calendar quarter, the Eligible Director’s Prior Cash Account shall be credited
with earnings equal to an amount determined by multiplying the balance credited
to such Account as of the last day of the preceding quarter by one-fourth of
the Interest Rate.


 


5.2          Stock Unit Account.


 


(a)           Current Stock Unit Account. 
Effective January 1, 2005, if an Eligible Director has elected or
elects in accordance with Article IV to defer his or her Compensation
and/or Special Meeting Fees earned after December 31, 2004 in Stock Units,
the Committee shall establish and maintain a Stock Unit Account for the
Eligible Director under the Plan, which Account shall be a memorandum account
on the books of the Company and shall be such Eligible Director’s “Current
Stock Unit Account.”  An Eligible
Director’s Current Stock Account shall be credited as follows:


 


(1)           Regular Compensation. 
If an Eligible Director has elected or elects to defer his or her
Compensation earned after December 31, 2004 in Stock Units, the Committee
shall credit on the Award Date to the Current Stock Unit Account of the
Eligible Director a number of Units determined by dividing the present value of
the Compensation deferred by the Eligible Director by the Average Fair Market
Value of a share of Common Stock.  The
present value shall be computed assuming the Compensation deferred would have
been paid on the first day of the calendar year to which it relates (or, in the
case of Compensation deferred under an election under Section 4.1 for the
remainder of the calendar 


 


9

















 


year in which the
Eligible Director first becomes an Eligible Director,  on the Award Date) at the prevailing rate of
Compensation at the time of the election made in accordance with Article IV,
discounted to present value using the Discount Rate.


 


(2)           Additional Compensation. 
If an Eligible Director has elected or elects to defer his or her
Compensation and/or Special Meeting Fees earned after December 31, 2004 in
Stock Units and such Eligible Director has any Additional Compensation for a
particular calendar year to which such deferral election applies, the Committee
shall, on the first day of the month following the month in which the related
Additional Compensation Approval Date occurs: (i) in the event such
Additional Compensation is a positive number, credit the Eligible Director’s
Current Stock Unit Account with a number of Units determined by dividing the
portion of the Eligible Director’s Additional Compensation that is deferred by
the Eligible Director under this Plan for that calendar year and any future
calendar year subject to such deferral election by the Average Fair Market
Value of a share of Common Stock, or (ii) in the event such Additional
Compensation is a negative number, debit the Eligible Director’s Current Stock
Unit Account a number of Units determined by dividing the portion of the
Eligible Director’s Additional Compensation for that calendar year and any
future calendar year subject to such deferral election by the Average Fair
Market Value of a share of Common Stock. 
In no event, however, shall the Company make any reduction, during or
after a particular year, in the level of Compensation and/or Special Meeting
Fees for any Eligible Director for that particular year to the extent such
reduction would result in the Eligible Director receiving any amount that would
be treated as a “substitute for a payment of deferred compensation” within the
meaning of Treas. Reg. Section 1.409A-3(f), or that would otherwise
violate Section 409A of the Code, and would result in any tax, penalty or
interest under Section 409A of the Code.


 


(3)           Special Compensation. 
If an Eligible Director has elected or elects to defer his or her
Compensation and/or Special Meeting Fees earned after December 31, 2004 in
Stock Units, the Committee shall, on the March 31st following the
year in which there is any Special Compensation with respect to such Eligible
Director: (i) in the event such Special Compensation is a positive number,
credit the Eligible Director’s Current Stock Unit Account with a number of
Units determined by dividing the portion of the Eligible Director’s Special
Compensation that is deferred by the Eligible Director under this Plan for that
year by the Average Fair Market Value of a share of Common Stock, or (ii) in
the event such Special Compensation is a negative number, debit the Eligible
Director’s Current Stock Unit Account a number of Units determined by dividing
the portion of the Eligible Director’s Special Compensation subject to such
deferral election by the Average Fair Market Value of a share of Common
Stock.  In no event, however, shall the
Company make any reduction, during or after a particular year, in the level of
Compensation and/or Special Meeting Fees for any Eligible Director for that
particular year to the extent such reduction would result in the Eligible
Director receiving any amount that would be treated as a 


 


10

















 


“substitute for a
payment of deferred compensation” within the meaning of Treas. Reg. Section 1.409A-3(f),
or that would otherwise violate Section 409A of the Code, and would result
in any tax, penalty or interest under Section 409A of the Code.


 


(4)           Payment of Additional
and Special Compensation. 
Notwithstanding any other provision herein, any Stock Units credited to
an Eligible Director’s Current Stock Unit Account pursuant to Section 5.2(a)(2) or
Section 5.2(a)(3) shall be subject to the same payment rules as
apply to the Eligible Director’s existing deferral elections of Compensation
and/or Special Meeting Fees for the applicable calendar year.


 


(b)           Prior Stock Unit Account. 
Effective January 1, 2005, the Stock Units Account (if any)
established for an Eligible Director prior to January 1, 2005 shall be
that Eligible Director’s “Prior Stock Unit Account,” and no amount of
Compensation or Special Meeting Fees earned after December 31, 2004 that
such Eligible Director elects to defer under this Plan shall be credited to
such Prior Stock Unit Account.


 


(c)           Transfers of Stock Units
Attributable to 2005 and 2006 Deferrals.  Effective January 1,
2005, any Units credited to an Eligible Director’s Prior Stock Unit Account
prior to January 1, 2005 that are attributable to Compensation to be
earned after December 31, 2004 shall be transferred to such Eligible
Director’s Current Stock Unit Account established pursuant to Section 5.2(a).


 


(d)           Limitations on Rights Associated with
Units.  An Eligible Director’s Current Stock Unit
Account and/or Prior Stock Unit Account shall each be a memorandum account on the
books of the Company.  The Units credited
to an Eligible Director’s Stock Unit Account(s) shall be used solely as a
device for the determination of the number of shares of Common Stock to be
eventually distributed to such Eligible Director in accordance with this
Plan.  The Units shall not be treated as
property or as a trust fund of any kind. 
All shares of Common Stock or other amounts attributed to the Units
shall be and remain the sole property of the Company, and each Eligible
Director’s right in the Units is limited to the right to receive shares of
Common Stock in the future as herein provided. 
No Eligible Director shall be entitled to any voting or other
shareholder rights with respect to Units granted under this Plan.  The number of Units credited under this Section shall
be subject to adjustment in accordance with Section 5.6.


 


(e)           Credited Units Not Vested. 
The Units credited to an Eligible Director’s Stock Unit Account(s) shall
only become vested in accordance with Section 5.4(a).


 


5.3          Dividend Equivalents; Dividend Equivalent Cash
Account; Dividend Equivalent Stock Account.


 


(a)           Allocation of Dividend Equivalents. 
Each Eligible Director shall, at the time of making an election in
accordance with Article IV, elect to have all Dividend Equivalents
attributable to Units credited to his or her Stock Unit Account 


 


11

















 


pursuant to such election credited to either (1) a
Dividend Equivalent Cash Account for such Eligible Director in accordance with
subsection (b) below or (2) a Dividend Equivalent Stock Account for
such Eligible Director in accordance with subsection (c) below.  Such election shall be irrevocable and shall
remain in effect with respect to all Stock Units credited to the Eligible
Director’s Stock Unit Account and Dividend Equivalent Stock Account in
accordance with the Eligible Director’s election made pursuant to Article IV.


 


(b)           Dividend Equivalent Cash
Account.


 


(1)           Current Dividend
Equivalent Cash Account.  Effective January 1, 2005, if an
Eligible Director has elected or elects to have Dividend Equivalents with
respect to Compensation and/or Special Meeting Fees deferred in Stock Units
after December 31, 2004 credited to his or her Dividend Equivalent Cash
Account, the Committee shall establish and maintain a Dividend Equivalent Cash
Account for the Eligible Director under the Plan, which Account shall be a
memorandum account on the books of the Company and shall be such Eligible
Director’s “Current Dividend Equivalent Cash Account.”  In such case, the Committee shall, as of each
dividend payment date, credit the Eligible Director’s Current Dividend
Equivalent Cash Account with an amount equal to the amount of Dividend
Equivalents attributable to Stock Units then credited to the Eligible Director’s
Current Stock Unit Account.  In addition,
as of the last day of each calendar quarter, the Eligible Director’s Current
Dividend Equivalent Cash Account shall be credited with earnings in an amount
equal to that determined by multiplying the balance credited to such account as
of the last day of the preceding quarter by an amount equal to one-fourth of
the Interest Rate.


 


(2)           Prior Dividend Equivalent
Cash Account.  Effective January 1, 2005, the Dividend
Equivalent Cash Account (if any) established for an Eligible Director prior to January 1,
2005 shall be that Eligible Director’s “Prior Dividend Equivalent Cash Account.”  The Committee shall, as of each dividend
payment date, credit the Eligible Director’s Prior Dividend Equivalent Cash
Account with an amount equal to the amount of Dividend Equivalents attributable
to Stock Units then credited to the Eligible Director’s Prior Stock Unit
Account.  In addition, as of the last day
of each calendar quarter, the Eligible Director’s Prior Dividend Equivalent
Cash Account shall be credited with earnings in an amount equal to that
determined by multiplying the balance credited to such account as of the last
day of the preceding quarter by an amount equal to one-fourth of the Interest
Rate.


 


(3)           Transfer of Dividend
Equivalents Attributable to 2005 and 2006 Deferrals. 
Effective January 1,
2005, any Dividend Equivalents that were credited to an Eligible Director’s
Prior Dividend Equivalent Cash Account prior to January 1, 2005 that were
attributable to Stock Units credited to his or her Stock Unit Account with
respect to Compensation to be earned after December 31, 2004 shall be
transferred to such Eligible Director’s Current Dividend Equivalent Cash
Account established pursuant to Section 5.3(b)(1).


 


12

















 


(c)           Dividend Equivalent Stock
Account.


 


(1)           Current Dividend
Equivalent Stock Account.  Effective January 1, 2005, if an
Eligible Director has elected or elects to have Dividend Equivalents credited
to his or her Dividend Equivalent Stock Account, the Committee shall establish
and maintain a Dividend Equivalent Stock Account for the Eligible Director
under the Plan, which Account shall be a memorandum account on the books of the
Company and shall be such Eligible Director’s “Current Dividend Equivalent
Stock Account.”  In such case, the
Committee shall, as of each dividend payment date, credit the Eligible Director’s
Current Dividend Equivalent Stock Account with an amount of Units determined by
dividing the amount of Dividend Equivalents attributable to Stock Units then
credited to the Eligible Director’s Current Stock Unit Account by the Fair
Market Value of a share of Common Stock as of such date.  The Units credited to an Eligible Director’s
Current Dividend Equivalent Stock Account shall be subject to adjustment under Section 5.6.


 


(2)           Prior Dividend Equivalent
Stock Account.  Effective January 1,
2005, the Dividend Equivalent Stock Account (if any) established for an
Eligible Director prior to January 1, 2005 shall be that Eligible Director’s
“Prior Dividend Equivalent Stock Account.” 
The Committee shall, as of each dividend payment date, credit the
Eligible Director’s Prior Dividend Equivalent Stock Account with an amount of
Units determined by dividing the amount of Dividend Equivalents attributable to
Stock Units then credited to the Eligible Director’s Prior Stock Unit Account
by the Fair Market Value of a share of Common Stock on such date.  The Units credited to an Eligible Director’s
Prior Dividend Equivalent Stock Account shall be subject to adjustment under Section 5.6.


 


(3)           Transfer of Dividend
Equivalents Attributable to 2005 and 2006 Deferrals. 
Effective January 1,
2005, any Dividend Equivalents that were credited to an Eligible Director’s
Prior Dividend Equivalent Stock Account prior to January 1, 2005 that were
attributable to Stock Units credited to his or her Stock Unit Account with
respect to Compensation to be earned after December 31, 2004 shall be
transferred to such Eligible Director’s Current Dividend Equivalent Stock
Account established pursuant to Section 5.3(c)(1).


 


(d)           Credited Dividends Account Not Vested. 
Amounts credited to the Dividend Equivalent Cash Account or the Dividend
Equivalent Stock Account shall only become vested in accordance with Sections
5.4(a) or (c), as the case may be.


 


5.4          Vesting.


 


(a)           Stock Unit Account; Dividend
Equivalent Stock Account.  The rights of
each Eligible Director in respect of his or her Stock Unit Account and Dividend
Equivalent Stock Account shall vest as the Eligible Director’s services (to
which the deferred Compensation and deferred Special Meeting Fees relate) are
rendered.  


 


13

















 


Accordingly, effective as of the date the Eligible
Director ceases to be a member of the Board of Directors, the number of Units
credited to the Eligible Director’s Stock Unit Account and Dividend Equivalent
Stock Account shall be reduced to the number of Units that would have been in
such accounts on the date the Eligible Director ceased to serve on the Board of
Directors had the Compensation and Special Meeting Fees the Eligible Director
elected to defer included only Compensation and Special Meeting Fees payable
for the period of actual service as a director, less any vested Units
previously distributed as shares of Common Stock pursuant to the Eligible
Director’s election to receive installment payments and/or a distribution under
Section 5.5(d) or 5.5A(d) or (e).  For purposes of calculating the number of
Units that would have been credited to the Eligible Director’s Stock Unit
Account and Dividend Equivalent Stock Account, the Eligible Director’s annual
retainer shall be prorated for the year of cessation on a monthly basis.  Notwithstanding the preceding sentence, if an
Eligible Director ceases to be a member of the Board of Directors by reason of
death or Disability, or upon or following a Change in Control Event, the
Eligible Director’s Stock Unit Account and Dividend Equivalent Stock Account
shall immediately become fully vested.


 


(b)           Cash Account. 
The rights of each Eligible Director in respect of his or her Cash
Account shall at all times be fully vested.


 


(c)           Dividend Equivalent Cash Account. 
The rights of each Eligible Director in respect of his or her Dividend
Equivalent Cash Account shall vest as the Eligible Director’s services (to
which the deferred Compensation and deferred Special Meeting Fees relate) are
rendered.  Accordingly, effective as of
the date the Eligible Director ceases to be a member of the Board of Directors,
the Company shall reduce any amount credited to the Eligible Director’s
Dividend Equivalent Cash Account by an amount equal to any Dividend Equivalents
(together with any related earnings) attributable to any Units which are
forfeited in accordance with Section 5.4(a) and/or previously
distributed as shares of Common Stock in accordance with the Eligible Director’s
election to receive installment payments and/or a distribution under Section 5.5(d) or
5.5A(d) or (e).  Notwithstanding the
preceding, if an Eligible Director ceases to be a member of the Board of
Directors by reason of death or Disability, or upon or following a Change in
Control Event, the Eligible Director’s Dividend Equivalent Cash Account shall
immediately become fully vested.


 


5.5          Distribution of Benefits. 
The
provisions of this Section 5.5 shall apply only with respect to
distributions from Current Cash Accounts, Current Dividend Equivalent Cash
Accounts, Current Dividend Equivalent Stock Accounts and Current Stock Unit Accounts.  The provisions of Section 5.5A as set
forth in Appendix A to this Plan document govern the distribution from Prior
Cash Accounts, Prior Dividend Equivalent Cash Accounts, Prior Dividend
Equivalent Stock Accounts and Prior Stock Unit Accounts.


 


(a)           Time and Manner of
Distribution.


 


(i)            The vested amounts credited an Eligible
Director’s Accounts shall be distributed to the Eligible Director (or, in the
event of his or her 


 


14

















 


death, the
Eligible Director’s Beneficiary) upon his or her termination from service on
the Board of Directors; provided, however, that a termination of service shall
not be deemed to have occurred for any purpose under the Plan unless such
termination from service constitutes a “separation from service” as defined
under Section 409A of the Code and any regulations promulgated
thereunder.  Notwithstanding the
foregoing, on the annual or multiple-year deferral election form that a
Participant files in accordance with the provisions of Article IV of the
Plan for any Plan Year or series of two or three Plan Years beginning on or
after January 1, 2005, an Eligible Director may elect to have the amounts
credited to his or her Accounts with respect to such annual or multiple-year
deferral period distributed to him or her on any one of the following optional
distribution dates:  (A) January 1
following the Eligible Director’s termination of service, (B) January 1
of a specified year designated by the Eligible Director, which shall be no earlier
than 3 years after the Plan Year to which the deferral relates, or (C) the
earlier to occur of (A) or (B).


 


(ii)           The benefits payable under this Plan
shall be distributed to the Eligible Director (or, in the event of his or her
death, the Eligible Director’s Beneficiary) in a lump sum or, if elected by the
Eligible Director in writing on the annual or multiple-year deferral election
form that a Participant files in accordance with the provisions of Article IV
of the Plan for a Plan Year beginning on or after January 1, 2005, in
annual installments for up to 10 years.


 


(iii)          An
Eligible Director shall be permitted to make a different election with respect
to each annual or multiple-year deferral period as to the time and manner in
which his or her benefits shall be distributed. 
For each Eligible Director who makes one or more distribution elections
pursuant to this Section 5.5(a), each of his or her Accounts shall be
divided into two or more Distribution Subaccounts as necessary to separately
account for deferrals that are payable at different times and/or in different
manners.  For purposes of calculating
installments, the Eligible Director’s vested Accounts (and Distribution
Subaccounts if applicable) will be valued as of December 31 of each year,
and divided by the number of remaining installments to determine the amount of
the installment to be paid in the following year.  Subsequent installments will be adjusted
accordingly for the next calendar year, according to procedures established by
the Committee.  Such installment payments
shall commence as of the date benefits become distributable under this Section 5.5(a).


 


(iv)          Notwithstanding any other provision of
this Section 5.5, in the event that an Eligible Director becomes entitled
to a credit of Stock Units pursuant to Section 5.2(a)(2) and such
Stock Units would otherwise have been payable pursuant to this Section 5.5
prior to the date such Units are credited to the Eligible Director’s Current
Stock Unit Account, such Units shall be paid not later than thirty (30) days
following the date such Units are credited pursuant to Section 5.2(a)(2).


 


15

















 


(b)           Change in Time or Manner
of Distribution.  Notwithstanding subsection (a), an Eligible
Director may elect to further defer the commencement of any distribution to be
made, or change the manner of any distribution election from a lump sum to
annual installments made, with respect to benefits payable under this Plan by
filing a new written election with the Committee on a form approved by the
Committee; provided, however, that (A) no such election shall be effective
until one year after the date on which the election is made, (B) the first
payment with respect to which such election is made must be deferred for a
period of not less than five years from the date such payment would otherwise
have been made or payments would have commenced, and (C) any election
related to a payment that commences on any date other than the date of the
Eligible Director’s termination of service shall only be effective if it is
made at least twelve months prior to the date of the first scheduled payment
under such election.


 


(c)           Effect of Change in
Control Event.  Notwithstanding subsections (a) and (b),
if a Change in Control Event and a termination of service occurs, the vested
portions of an Eligible Director’s Accounts shall be distributed immediately in
a lump sum.


 


(d)           Distribution for
Unforeseeable Emergencies.  An Eligible
Director (which for purposes of this Section 5.5(d) includes former
Eligible Directors) may request a distribution for an Unforeseeable Emergency
without penalty of an amount not greater than the value of the Eligible
Director’s vested benefit under this Plan. 
Such distribution for an Unforeseeable Emergency shall be subject to
approval by the Committee in its sole discretion and may be made only to the
extent necessary to satisfy such Unforeseeable Emergency plus amounts necessary
to pay taxes reasonably anticipated as a result of the distribution, after taking
into account the extent to which such hardship is or may be relieved (1) through
reimbursement or compensation by insurance or otherwise or (2) by
liquidation of the Eligible Director’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship.  Amounts distributed pursuant to this Section 5.5(d) shall
be distributed only from vested amounts credited to his or her Accounts and
shall be distributed first from an Eligible Director’s Cash and Dividend
Equivalent Cash Accounts, and, to the extent the balance of the Participant’s
Cash and Dividend Equivalent Cash Accounts is not sufficient to satisfy the
severe financial hardship, next as a distribution of shares of the Company’s
Common Stock with a Fair Market Value equal to such deficiency from the vested
portion of such Eligible Director’s Stock Unit and Dividend Equivalent Stock
Accounts.


 


(e)           Form of Distribution. 
Stock Units credited to an Eligible Director’s Stock Unit Account and
Dividend Equivalent Stock Account shall be distributed in an equivalent whole
number of shares of the Company’s Common Stock. 
Fractions shall be disregarded. 
Amounts credited to an Eligible Director’s Cash Account and vested in
the Eligible Director’s Dividend Equivalent Cash Account shall be distributed
in cash.


 


(f)            Small Benefit Exception. 
Notwithstanding any other provision of this Plan to the contrary, if at
the time any partial or installment distribution is to be made to an Eligible
Director hereunder the total vested balance remaining in the Eligible 


 


16

















 


Director’s Current Cash Account and Current Dividend
Equivalent Cash Account is less than $2,000 and the number of vested Units
credited to the Eligible Director’s Current Stock Unit Account of Current
Dividend Equivalent Stock Account is less than 100, then all such remaining
vested balances and vested Units shall be distributed in a lump sum on the date
scheduled for such partial or installment distribution.  This provision is intended to comply with
Treasury Regulations Section 1.409A-2(b)(2)(iii) and shall be
interpreted accordingly.


 


(g)           Distributions to Specified
Employees.  Notwithstanding any other provision of
this Plan to the contrary, and solely to the extent that a delay in payment is
required in order to avoid the imposition of any tax under Section 409A of
the Code, if an Eligible Director is a “specified employee” for purposes of Section 409A(a)(2)(B) of
the Code, and any amounts to be distributed under this Agreement are considered
to be non-qualified deferred compensation payable in connection with the
Eligible Director’s separation from service with the Company for purposes of Section 409A
of the Code, which otherwise would be payable at any time during the six-month
period immediately following such separation from service, then such amounts
shall not be paid prior to, and shall instead be payable in a lump sum within
ten (10) business days following, the expiration of such six-month period.


 


5.6          Adjustments in Case of Changes in
Common Stock.  If any stock dividend, stock split,
recapitalization, merger, consolidation, combination or exchange of shares,
sale of all or substantially all of the assets of the Company, split-up,
split-off, spin-off, liquidation or similar change in capitalization or any
similar extraordinary dividend distribution to holders of the Company’s Common
Stock (other than Cash or Combination Dividends) shall occur, proportionate and
equitable adjustments shall be made in the number and type of shares of Common
Stock or other property reserved and of Units (both credited and vested) under
this Plan.


 


5.7          Company’s Right to Withhold. 
The Company shall satisfy any state or federal income tax withholding
obligation arising upon distribution of an Eligible Director’s accounts by
reducing the number of shares of Common Stock otherwise deliverable to the
Eligible Director by the appropriate number of shares, valued at the average of
the Fair Market Values of a share of Common Stock during the last 10 trading
days preceding the date of distribution, required to satisfy such tax
withholding obligation.  If the Company,
for any reason, cannot satisfy the withholding obligation in accordance with
the preceding sentence, the Eligible Director shall pay or provide for payment
in cash of the amount of any taxes which the Company may be required to
withhold with respect to the benefits hereunder.


 


5.8          Stockholder Approval. 
This Plan, and all the elections, actions and accruals with respect to
Stock Units and Dividend Equivalents made prior to stockholder approval, was
originally approved by the stockholders of the Company at their 1995 annual
meeting.  Amendments to the Plan have
been approved by the Board of Directors pursuant to Article VII.


 


17






 










 


ARTICLE VI

ADMINISTRATION


 


6.1          The Administrator. 
The Committee hereunder shall consist of two (2) or more
Disinterested Directors appointed from time to time by the Board of Directors
to serve as the administrator of this Plan at its pleasure.  Any member of the Committee may resign by
delivering a written resignation to the Board of Directors.  Members of the Committee shall not receive
any additional compensation for administration of this Plan.


 


6.2          Committee Action. 
The Committee may, for the purpose of administering this Plan, choose a
Secretary who may be, but is not required to be, a member of the Committee, who
shall keep minutes of the Committee’s proceedings and all records and documents
pertaining to the Committee’s administration of this Plan.  A member of the Committee shall not vote or
act upon any matter which relates solely to himself or herself as a Participant
in this Plan.  The Secretary may execute
any certificate or other written direction on behalf of the Committee.  Action of the Committee with respect to the
administration of this Plan shall be taken pursuant to a majority vote or by
unanimous written consent of its members.


 


6.3          Rights and Duties. 
Subject to the limitations of this Plan, the Committee shall be charged
with the general administration of this Plan and the responsibility for
carrying out its provisions, and shall have powers necessary to accomplish
those purposes, including, but not by way of limitation, the following:


 


(a)           To construe, interpret and administer this Plan;


 


(b)           To resolve any questions concerning the amount of
benefits payable to an Eligible Director (except that no member of the
Committee shall participate in a decision relating solely to his or her own
benefits);


 


(c)           To make all other determinations required by this
Plan;


 


(d)           To maintain all the necessary records for the
administration of this Plan; and


 


(e)           To make and publish forms, rules and procedures
for elections under and for the administration of this Plan.


 


The
determination of the Committee made in good faith as to any disputed question
or controversy and the Committee’s determination of benefits payable to
Eligible Directors shall be conclusive. 
In performing its duties, the Committee shall be entitled to rely on
information, opinions, reports or statements prepared or presented by:  (1) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such matters;
and (2) counsel (who may be employees of the Company), independent
accountants and other persons as to matters which the Committee believes to be
within such persons’ professional or expert competence.  The Committee shall be fully protected with
respect to any action taken or omitted by it in 


 


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good faith pursuant to the advice of such
persons.  The Committee may delegate
ministerial, bookkeeping and other non-discretionary functions to individuals
who are officers or employees of the Company.


 


6.4          Indemnity and Liability. 
All expenses of the Committee shall be paid by the Company and the
Company shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties. 
No member of the Committee shall be liable for any act or omission of
any other member of the Committee nor for any act or omission on his or her own
part, excepting only his or her own willful misconduct or gross
negligence.  To the extent permitted by
law, the Company shall indemnify and save harmless each member of the Committee
against any and all expenses and liabilities arising out of his or her
membership on the Committee, excepting only expenses and liabilities arising
out of his or her own willful misconduct or gross negligence, as determined by
the Board of Directors.


 


ARTICLE VII

PLAN CHANGES AND TERMINATION


 


The
Board of Directors shall have the right to amend this Plan in whole or in part
from time to time or may at any time suspend or terminate this Plan.  In addition, The Committee may amend the Plan
to (a) ensure that this Plan complies with the requirements of Section 409A
of the Code for deferral of taxation on compensation deferred hereunder after December 31,
2004 until the time of distribution and (b) to make other changes to the
provisions regarding elections as to the time and manner of distributions that
comply with such requirements of Section 409A.  Notwithstanding the foregoing, no amendment
or termination shall cancel or otherwise adversely affect in any way, without
his or her written consent, any Eligible Director’s rights with respect to
Stock Units and Dividend Equivalents credited to his or her Stock Unit Account,
Dividend Equivalent Cash Account or Dividend Equivalent Stock Account which are
then vested (assuming solely for such purposes a voluntary termination of
services as of the date of such amendment or termination) or to any amounts
previously credited to his or her Cash Account; provided, however, that in no
event shall such consent be required for an amendment that is necessary to
comply with applicable law, including without limitation, an amendment required
under Section 409A of the Code or the regulations thereunder to preserve
the deferral of taxation on compensation deferred hereunder until the time of
distribution.  Any amendments authorized
hereby shall be stated in an instrument in writing, and all Eligible Directors
shall be bound thereby upon receipt of notice thereof.


 


It is
the current expectation of the Company that this Plan shall be continued until August 1,
2029, but continuance of this Plan is not assumed as a contractual obligation
of the Company.  In the event that the
Board of Directors decides to discontinue or terminate this Plan, it shall
notify the Committee and participants in this Plan of its action in an
instrument in writing, and this Plan shall be terminated at the time therein
set forth, and all participants shall be bound thereby.  In such event, the then vested benefits of an
Eligible Director shall be distributed in accordance with the time and manner
of distribution elected by him or her under Section 5.5 and/or 5.5A.


 


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ARTICLE VIII

MISCELLANEOUS


 


8.1          Limitation on Eligible Directors’
Rights.  Participation in this Plan shall not give any
Eligible Director the right to continue to serve as a member of the Board of
Directors or any rights or interests other than as herein provided.  No Eligible Director shall have any right to
any payment or benefit hereunder except to the extent provided in this
Plan.  This Plan shall create only a
contractual obligation on the part of the Company as to such amounts and shall
not be construed as creating a trust. 
This Plan, in and of itself, has no assets.  Eligible Directors shall have only the rights
of general unsecured creditors of the Company with respect to amounts credited
or vested and benefits payable, if any, on their Accounts.


 


8.2          Beneficiaries.


 


(a)           Beneficiary Designation. 
Upon forms provided by the Company each Eligible Director may designate
in writing the Beneficiary or Beneficiaries (as defined in Section 8.2(b))
whom such Eligible Director desires to receive any amounts payable under this
Plan after his or her death.  An Eligible
Director from may from time to time change his or her designated Beneficiary or
Beneficiaries without the consent of such Beneficiary or Beneficiaries by
filing a new designation in writing with the Committee.  However, if a married Eligible Director
wishes to designate a person other than his or her spouse as Beneficiary, such
designation shall be consented to in writing by the spouse.  The Eligible Director may change any election
designating a Beneficiary or Beneficiaries without any requirement of further
spousal consent if the spouse’s consent so provides.  Notwithstanding the foregoing, spousal
consent shall not be necessary if it is established that the required consent
cannot be obtained because the spouse cannot be located or because of other
circumstances prescribed by the Committee. 
The Company and the Committee may rely on the Eligible Director’s
designation of a Beneficiary or Beneficiaries last filed in accordance with the
terms of this Plan.


 


(b)           Definition of Beneficiary. 
An Eligible Director’s “Beneficiary” or “Beneficiaries” shall be the
person, persons, trust or trusts so designated by the Eligible Director or, in
the absence of such designation, entitled by will or the laws of descent and
distribution to receive the Eligible Director’s benefits under this Plan in the
event of the Eligible Director’s death, and shall mean the Eligible Director’s
executor or administrator if no other Beneficiary is identified and able to act
under the circumstances.


 


8.3          Benefits Not Assignable; Obligations
Binding Upon Successors.  Benefits of
an Eligible Director under this Plan shall not be assignable or transferable
and any purported transfer, assignment, pledge or other encumbrance or
attachment of any payments or benefits under this Plan, or any interest
therein, other than by operation of law or pursuant to Section 8.2, shall
not be permitted or recognized. 
Obligations of the Company under this Plan shall be binding upon
successors of the Company.


 


8.4          Governing Law; Severability. 
The validity of this Plan or any of its provisions shall be construed,
administered and governed in all respects under and by 


 


20

















 


the laws of the state of incorporation of the
Company.  If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.


 


8.5          Compliance With Laws. 
This Plan and the offer, issuance and delivery of shares of Common Stock
and/or the payment of money through the deferral of compensation under this
Plan are subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law) and
to such approvals by any listing, agency or any regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith.  Any
securities delivered under this Plan shall be subject to such restrictions, and
the person acquiring such securities shall, if requested by the Company,
provide such assurances and representations to the Company as the Company may
deem necessary or desirable to assure compliance with all applicable legal
requirements.


 


8.6          Headings Not Part of Plan. 
Headings and subheadings in this Plan are inserted for reference only
and are not to be considered in the construction of the provisions hereof.


 


21

















 


APPENDIX A


 


The provisions set forth in this Appendix A set forth
the provisions of Section 5.5A of the Plan which apply to the distribution
of amounts deferred prior to January 1, 2005 and credited to Prior Cash
Accounts, Prior Dividend Equivalent Cash Accounts, Prior Dividend Equivalent
Stock Accounts and Prior Stock Unit Accounts.


 


5.5A       Distribution of Benefits.


 


(a)           Time and Manner of Distribution. 
Each Eligible Director shall be entitled to receive a distribution of
the vested portion of his or her Accounts upon his or her termination from
service on the Board of Directors or at such time as may be elected by the
Eligible Director at the time of an election under Article IV and set
forth in writing on forms provided by the Company.  The benefits payable under this Plan shall be
distributed to the Eligible Director (or, in the event of his or her death, the
Eligible Director’s Beneficiary) in a lump sum or, if elected by the Eligible
Director in writing on forms provided by the Company at least 12 months in
advance of the date benefits become distributable under subsection (a), in
annual installments for up to 10 years. 
An Eligible Director shall be permitted to make a different election
with respect to each annual deferral period as to the time and manner in which
his or her benefits shall be distributed. 
For each Eligible Director who makes one or more distribution elections
pursuant to this Section 5.5A(a), each of his or her Accounts shall be
divided into two or more Distribution Subaccounts as necessary to separately
account for deferrals which are payable at different times and/or in different
manners.  For purposes of calculating installments,
the Eligible Director’s vested Accounts (and Distribution Subaccounts if
applicable) will be valued as of December 31 of each year, and divided by
the number of remaining installments to determine the amount of the installment
to be paid in the following year. 
Subsequent installments will be adjusted accordingly for the next
calendar year, according to procedures established by the Committee.  Such installment payments shall commence as
of the date benefits become distributable under this Section 5.5A(a).


 


(b)           Change in Time or Manner of
Distribution.  Notwithstanding subsection (a):


 


(1)           An Eligible Director may elect to further defer the
commencement of any distribution to be made with respect to benefits payable
under this Plan by filing a new written election with the Committee on a form
approved by the Committee; provided, however, that (A) no such new
election shall be effective until 12 months after such election is filed with
the Committee, (B) no such new election shall be effective with respect to
any Account(s) after the distribution of benefits with respect to such
Account(s) shall have commenced, and (C) no more than three new
elections with respect to each annual deferral period shall be valid as to any
Eligible Director.  An election made
pursuant to this Section 5.5A(b)(1) shall not affect the manner of
distribution (i.e., lump 


 


A-1

















 


sum versus
installments), the terms of which shall be subject to Section 5.5A(a) above
or Section 5.5A(b)(2) below.


 


(2)           An Eligible Director may change the manner of any
distribution election from a lump sum to annual installments (or vice versa)
made with respect to amounts credited under his or her Accounts by filing a
written election with the Committee on a form provided by the Committee;
provided, however, that no such election shall be effective until 12 months
after such election is filed with the Committee, and no such election shall be
effective if it is made with respect to any Account(s) after the
distribution of benefits with respect to such Account(s) have
commenced.  An election made pursuant to
this Section 5.5A(b)(2) shall not affect the date of the commencement
of benefits.


 


(3)           On or before September 30, 2000, an Eligible
Director may make a one-time, irrevocable election (subject to other express
provisions of this Plan), on forms provided for this purpose, to receive a
distribution of his or her accumulated balances under this Plan as of September 30,
2000 on:  (A) a date elected by the
Eligible Director, but in no event before 2003, or (B) the earlier of a
date elected by the Eligible Director, but in no event before 2003, or the date
of his or her termination of service from the Board of Directors.  The benefits payable under such an election
shall be distributed to the Eligible Director (or in the event of his or her
death, the Eligible Director’s Beneficiary) in a lump sum or, if elected by the
Eligible Director in writing on forms provided by the Company at least 12
months in advance of the date benefits become distributable under Section 5.5A(a) above,
in annual installments for up to 10 years, as so elected.


 


(c)           Effect of Change in Control Event. 
Notwithstanding subsections (a) and (b), if a Change in Control
Event and a termination of service occurs, the vested portions of an Eligible
Director’s Accounts shall be distributed immediately in a lump sum.


 


(d)           Early Distributions. 
Each Eligible Director (which for purposes of this Section 5.5A(d) includes
former Eligible Directors) shall be permitted to elect to withdraw not less
than 50% of the vested portion of his or her Accounts, reduced by the
withdrawal penalty described below, prior to the applicable payment date(s) or
payment commencement date(s) (“Early Distributions”), subject to the
following restrictions:


 


(1)           The election to take an Early Distribution shall be
made in writing on a form provided by and filed with the Committee;


 


(2)           The amount of the Early Distribution shall equal 90%
of the amount the Eligible Director has elected to withdraw; and


 


A-2

















 


(3)           The remaining 10% of the amount the Eligible Director
has elected to withdraw shall be permanently forfeited, and the Eligible
Director or his or her Beneficiary shall have no rights with respect to such
forfeited amounts.


 


Notwithstanding
the foregoing, the Eligible Director’s Accounts will continue to vest in
accordance with Section 5.4 and the Dividend Equivalent Stock Account
and/or Dividend Equivalent Cash Account of such Eligible Director shall
continue to be credited with Dividend Equivalents in accordance with Section 5.3.


 


(e)           Distribution for Unforeseeable
Emergencies.  An Eligible Director (which for purposes of
this Section 5.5A(e) includes former Eligible Directors) may request
a distribution for an Unforeseeable Emergency without penalty of an amount not
greater than the value of the Eligible Director’s vested benefit under this
Plan.  Such distribution for an
Unforeseeable Emergency shall be subject to approval by the Committee in its
sole discretion and may be made only to the extent necessary to satisfy the
hardship and only from vested amounts credited to his or her Accounts.  The Committee may treat a distribution as
necessary for an Unforeseeable Emergency if it relies on the Eligible Director’s
written representation, without actual knowledge to the contrary, that the
hardship cannot reasonably be relieved (1) through timely reimbursement or
compensation by insurance or otherwise or (2) by liquidation of the
Eligible Director’s assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship. 
Amounts distributed pursuant to this Section 5.5A(e) shall be
distributed first from an Eligible Director’s Cash and Dividend Equivalent Cash
Accounts, and, to the extent the balance of the Participant’s Cash and Dividend
Equivalent Cash Accounts is not sufficient to satisfy the severe financial
hardship, next as a distribution of shares of the Company’s Common Stock with a
Fair Market Value equal to such deficiency from the vested portion of such
Eligible Director’s Stock Unit and Dividend Equivalent Stock Accounts.


 


(f)            Form of Distribution. 
Stock Units credited to an Eligible Director’s Stock Unit Account and
Dividend Equivalent Stock Account shall be distributed in an equivalent whole
number of shares of the Company’s Common Stock. 
Fractions shall be disregarded. 
Amounts credited to an Eligible Director’s Cash Account and vested in
the Eligible Director’s Dividend Equivalent Cash Account shall be distributed
in cash.


 


(g)           Small Benefit Exception. 
Notwithstanding any other provision of this Plan to the contrary, if at
the time of any distribution the vested balance remaining in an Eligible
Director’s Prior Cash Account or Prior Dividend Equivalent Cash Account is less
than $2,000 or, if the number of vested Units credited to the Eligible Director’s
Prior Stock Unit Account or Prior Dividend Equivalent Stock Account is less
than 100, then such remaining vested balances shall be distributed in a lump
sum.


 


A-3