As used in the Plan, the following terms shall have the meanings indicated below:

"Account" means Cash Account, Elective Stock Unit Account or Mandatory Stock Unit Account, as applicable.

"Adjusted Deferred Amount" has the meaning set forth in Section 7 (h).

"Annual Meeting" means an annual meeting of the Company's stockholders.

"Annual Retainer" means a cash retainer for services as a member of the Board.

"Annual Stock Units" means the Stock Units credited to any Eligible Director's Mandatory Stock Unit Account pursuant to Section 6 (a) (ii) (B).

"Average Daily Cash Balance" means the sum of the daily balances for a Cash Account for any quarter or shorter period for which the calculation is made, divided by the number of days on which a positive balance existed in such Cash Account.

"Benefit Plan Trust" means any trust established by the Company under which Eligible Directors, or Eligible Directors and participants in designated employee benefit plans of the Company, constitute the principal beneficiaries.

"Board" means the board of directors of the Company.

"Cash Account" means a bookkeeping account to which Deferred Amounts are credited pursuant to Section 7 (a) (ii).

"Cause" means, with respect to any Eligible Director, termination of service on the Board on account of any act of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any affiliate.

"Committee Retainer" means a cash retainer for services as a member of any committee of the Board.

"Company" has the meaning set forth in Section 1.

"Consent" has the meaning set forth in Section 13.

"Deferred Amount" means any amount, in dollars, of Retainers and/or Director Stock that an Eligible Director elects to defer, as indicated on the relevant Deferral Election Form.

"Deferral Election" means a deferral election by an Eligible Director made with respect to any Retainers, Director Stock, Initial Stock Units and/or Annual Stock Units.

"Deferral Election Form" means an election form submitted by an Eligible Director to the Secretary with respect to any Retainers, Director Stock, or Stock Units.

"Director Stock" means shares of Stock awarded to an Eligible Director for service on the Board as provided in Section 6 (a).

"Disability" means a "permanent and total disability" as defined in Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended.

"Distribution Commencement Date" means the date that an Eligible Director elects as the date on which distribution of Deferred Amounts should begin, as indicated on the relevant Deferral Election Form.

"Elective Stock Unit Account" means a book keeping account to which Deferred Amounts are credited pursuant to Section 7 (a).

" Elective Stock Units" means Stock Units that are elected pursuant to Section 7 (a) to be received in lieu of Retainers and/or Director Stock.

"Eligible Directors" has the meaning set forth in Section 2.

"Fair Market Value" has the meaning set forth in Section 9.

"Initial Stock Units" means the Stock Units credited to any Eligible Director's Mandatory Stock Unit Account pursuant to Section 6 (a) (i) (B).

"Interest Equivalent" means an additional amount to be credited to a Cash Account calculated in accordance with Section 7 (a) (ii).

"Lead Director Retainer" means a cash retainer for services as the lead director of the Board.

"Mandatory Stock Unit Account" means a bookkeeping account to which Initial Stock Units and Annual Stock Units are credited pursuant to Sections 6 (a) (i) (B) and 6 (a) (ii) (B).

"Meeting Fees" means fees (if any) payable to an Eligible Director for participation in meetings of the Board or any committee thereof.

"Normal Retirement" means the termination of service on the Board for retirement at or after attaining age 65, other than for Cause, Disability or death.

"Plan" has the meaning set forth in Section 1.

"Rate of Interest" means the time weighted average interest rate paid by the Company for a quarter, or such shorter period from the end of the preceding quarter to an Eligible Director's Service Termination Date, to institutions from which it borrows funds.

"Retainer" means the Annual Retainer, the Committee Retainer and/or the Lead Director Retainer, as applicable.

"Retainer Payment Date" means, with respect to any Retainer, the date as of which an Eligible Director becomes entitled to payment of Retainer; provided, however, that in the event such date is a date other than the date of the Annual Meeting, the Retainer Payment Date shall be the first day of the calendar month following the month in which such Eligible Director becomes entitled to the payment of such Retainer.

"Service Termination Date" means the date of an Eligible Director's termination of service on the Board.

"Stock" means the Company's common stock, par value $0.01 per share, and any other shares into which such stock shall thereafter be changed by reason of any merger, reorganization, recapitalization, consolidation, split-up, combination of shares or similar event as set forth in and in accordance with Section 4.

"Stock Amount" means the percentage of the Retainers that an Eligible Director elects to have paid in Stock, as indicated on the relevant Stock Election Form.

"Stock Election" means an election by an Eligible Director to receive all or a portion of the Eligible Director's Retainers in shares of Stock.

"Stock Election Form" means the election form submitted by an Eligible Director to the Secretary as provided in Section 8 (a).

"Stock Units" means Initial Stock Units, Annual Stock Units and/or Elective Stock Units, as applicable.

"Transition Date" has the meaning set forth in Section 5 (a).

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