RESPECT TO WHICH A CREDIT IS MADE PURSUANT TO SECTION 5.2 IS
ELIGIBLE TO HAVE SUCH CREDIT MADE TO HIS OR HER ACCOUNT PURSUANT TO SECTION 5.2.
(D)
EACH QUALIFIED DIRECTOR IS ELIGIBLE TO RECEIVE PERIODIC OPTIONS
PURSUANT TO SECTION 7.
2.2.
CEASING TO BE ELIGIBLE.
AN INDIVIDUAL WHO CEASES TO BE A
QUALIFIED DIRECTOR IS NOT ELIGIBLE TO RECEIVE PERIODIC OPTIONS PURSUANT TO
SECTION 7 OR TO MAKE ANY ELECTIONS OR RECEIVE FURTHER CREDITS PURSUANT TO
SECTION 5, OTHER THAN SUCH CREDITS RELATING TO THE PERIOD PRIOR TO SUCH
CESSATION.
2.3.
CONDITION OF PARTICIPATION.
EACH PARTICIPANT, AS A CONDITION OF
PARTICIPATION IN THE PLAN, IS BOUND BY ALL THE TERMS AND CONDITIONS OF THE PLAN
AND THE PLAN RULES, INCLUDING BUT NOT LIMITED TO THE RESERVED RIGHT OF THE
COMPANY TO AMEND OR TERMINATE THE PLAN, AND MUST FURNISH TO THE ADMINISTRATOR
SUCH PERTINENT INFORMATION, AND EXECUTE SUCH ELECTION FORMS AND OTHER
INSTRUMENTS, AS THE ADMINISTRATOR OR PLAN RULES MAY REQUIRE BY SUCH DATES AS THE
ADMINISTRATOR OR PLAN RULES MAY ESTABLISH.
2.4.
TERMINATION OF PARTICIPATION.
AN INDIVIDUAL WILL CEASE TO BE A
PARTICIPANT AS OF THE DATE ON WHICH HE OR SHE IS NEITHER ELIGIBLE TO RECEIVE
PERIODIC OPTIONS PURSUANT TO SECTIONS 2.2 AND 7, NOR TO MAKE ANY ELECTIONS OR
RECEIVE FURTHER CREDITS PURSUANT TO SECTIONS 2.2, 5 AND 6 AND HIS OR HER
OUTSTANDING PERIODIC OPTIONS HAVE BEEN EXERCISED, CANCELLED OR EXPIRED AND HIS
OR HER ENTIRE ACCOUNT BALANCES HAVE BEEN DISTRIBUTED.
3.
PARTICIPANT CASH AND SHARE ACCOUNTS.
FOR EACH PARTICIPANT, THE
ADMINISTRATOR WILL ESTABLISH AND MAINTAIN A CASH ACCOUNT AND A SHARE ACCOUNT TO
EVIDENCE AMOUNTS CREDITED WITH RESPECT TO THE PARTICIPANT PURSUANT TO SECTIONS
4, 5 AND 6.
SUBJECT TO SECTION 8.2(C), EACH PARTICIPANT WILL ALWAYS HAVE A
FULLY VESTED NONFORFEITABLE INTEREST IN HIS OR HER ACCOUNT.
4.
CARRYOVER CREDITS FROM PRIOR DEFERRED COMPENSATION PLANS.
AS OF
THE 2001 ANNUAL MEETING DATE, THE CASH ACCOUNT AND SHARE ACCOUNT OF EACH
THEN-CURRENT PARTICIPANT WERE CREDITED WITH THE AMOUNT OF CASH OR SHARE UNITS,
IF ANY, IN SUCH PARTICIPANT'S CORRESPONDING CASH ACCOUNT AND SHARE ACCOUNT UNDER
THE PRIOR DEFERRED COMPENSATION PLANS, AND SUCH ACCOUNTS WERE REDUCED TO ZERO.
5.
COMPENSATION AND DEFERRAL CREDITS.
5.1.
SHARE UNIT COMPENSATION:
CREDITS TO SHARE ACCOUNT.
EACH
QUALIFIED DIRECTOR WILL RECEIVE ADDITIONAL ANNUAL COMPENSATION (THE "SHARE UNIT
COMPENSATION") IN THE FORM OF
2
CREDITS TO THE QUALIFIED DIRECTOR'S SHARE ACCOUNT.
THE AMOUNT OF THE SHARE UNIT
COMPENSATION WILL BE EXPRESSED IN U.S. DOLLARS AND DETERMINED FROM TIME TO TIME
BY THE BOARD.
A QUALIFIED DIRECTOR'S SHARE ACCOUNT WILL BE CREDITED PURSUANT TO
THIS SECTION ON THE LAST DAY OF EACH CREDIT PERIOD (A "CREDIT DATE") WITH THE
NUMBER OF WHOLE AND FRACTIONAL SHARE UNITS EQUAL TO THE QUOTIENT OF:
(A) THE
DOLLAR AMOUNT OF THE SHARE UNIT COMPENSATION ALLOCATED TO SUCH FULL CREDIT
PERIOD, DIVIDED BY (B) THE MARKET PRICE ON THE CREDIT DATE.
IF A QUALIFIED
DIRECTOR HAS NOT SERVED FOR THE ENTIRE CREDIT PERIOD FOR WHICH THE SHARE