ACCOUNT IN DSUS AT SUCH TIMES AS THE COMMITTEE MAY DESIGNATE BY
COMPLETING AND SUBMITTING TO THE COMMITTEE AN INVESTMENT CHANGE ON A FORM
PROVIDED BY THE COMMITTEE FOR SUCH PURPOSE, AND IN ACCORDANCE WITH SUCH
PROCEDURE AND TIME FRAMES AS MAY BE ESTABLISHED FROM TIME TO TIME AT THE SOLE
DISCRETION OF THE COMMITTEE.
IN CONNECTION WITH ANY SUCH ELECTION, THE
PARTICIPANT'S CASH ACCOUNT WILL BE DEBITED BY THE AMOUNT THE PARTICIPANT
DESIGNATES FOR NOTIONAL INVESTMENT IN DSUS (THE "DSU INVESTMENT AMOUNT"), AND
THE PARTICIPANT'S STOCK ACCOUNT WILL BE INCREASED BY A NUMBER OF DSUS DETERMINED
BY DIVIDING THE DSU INVESTMENT AMOUNT BY THE MARKET VALUE OF A SHARE OF COMPANY
STOCK ON THE APPLICABLE REFERENCE DATE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE PLAN, A PARTICIPANT MAY NOT AT ANY TIME MAKE ANY CHANGES WITH
RESPECT TO THE AMOUNTS CREDITED TO THE PARTICIPANT'S STOCK ACCOUNT IN THE FORM
OF DSUS PURSUANT TO ARTICLE 3 OR WITH RESPECT TO THE PORTION OF THE
PARTICIPANT'S ANNUAL ELECTIVE DEFERRAL THAT HE OR SHE ELECTS TO NOTIONALLY
INVEST IN DSUS PURSUANT TO THIS ARTICLE 5, IN EACH CASE AS ADJUSTED PURSUANT TO
ARTICLES 5.03 AND 5.04.
5.03.
DIVIDENDS AND RELATED AMOUNTS.
A PARTICIPANT'S STOCK ACCOUNT
SHALL, FROM TIME TO TIME DURING SUCH PARTICIPANT'S PERIOD OF PARTICIPATION UNDER
THE PLAN, INCLUDING DURING THE PERIOD FOLLOWING THE PARTICIPANT'S TERMINATION OF
SERVICE AND UNTIL THE SETTLEMENT DATE, BE CREDITED ON EACH DIVIDEND PAYMENT DATE
IN RESPECT OF COMPANY STOCK WITH ADDITIONAL DSUS, THE NUMBER OF WHICH SHALL BE
EQUAL TO THE QUOTIENT DETERMINED BY DIVIDING (A) THE PRODUCT DETERMINED BY
MULTIPLYING (I) 100 PERCENT OF EACH DIVIDEND DECLARED AND PAID BY THE COMPANY ON
THE COMPANY STOCK ON A PER SHARE BASIS BY (II) THE NUMBER OF DSUS RECORDED IN
THE PARTICIPANT'S ACCOUNT ON THE RECORD DATE FOR THE PAYMENT OF ANY SUCH
DIVIDEND, BY (B) THE MARKET VALUE OF A SHARE OF COMPANY STOCK ON THE DIVIDEND
PAYMENT DATE FOR SUCH DIVIDEND, IN EACH CASE, WITH FRACTIONS COMPUTED TO THREE
DECIMAL PLACES.
5.04.
ANTI-DILUTION ADJUSTMENT.
IN THE EVENT OF A CHANGE IN THE
OUTSTANDING SHARES OF COMPANY STOCK BY REASON OF ANY CHANGE IN CORPORATE
CAPITALIZATION, SUCH AS A STOCK SPLIT OR DIVIDEND, OR A CORPORATE TRANSACTION,
SUCH AS ANY MERGER OF THE COMPANY INTO ANOTHER
9
CORPORATION, ANY CONSOLIDATION OF TWO OR MORE CORPORATIONS INTO ANOTHER
CORPORATION, ANY SEPARATION OF A CORPORATION (INCLUDING A SPIN-OFF OR OTHER
DISTRIBUTION OF STOCK OR PROPERTY BY A CORPORATION), ANY REORGANIZATION OF A
CORPORATION (WHETHER OR NOT SUCH REORGANIZATION COMES WITHIN THE DEFINITION OF
SUCH TERM IN SECTION 368 OF THE CODE), OR ANY PARTIAL OR COMPLETE LIQUIDATION BY
THE COMPANY, THE COMMITTEE SHALL MAKE SUCH ADJUSTMENT IN THE CLASS AND NUMBER OF
DSUS CREDITED TO PARTICIPANTS' ACCOUNTS TO REFLECT ANY SUCH CHANGE AS MAY BE
DETERMINED TO BE APPROPRIATE BY THE COMMITTEE, AND SUCH ADJUSTMENTS SHALL BE
FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES OF THE PLAN.
ANY ADJUSTMENTS OR
SUBSTITUTIONS UNDER THIS ARTICLE 5.04