Form of AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT

GRANT OF RESTRICTED STOCK UNIT AWARD. Subject to the terms, conditions and restrictions set forth in this Agreement and the Plan, the Company hereby grants to the Holder an award of [# Restricted Stock Units] restricted stock units (each a “Restricted Stock Unit” and, collectively, the “Award”). The Award entitles the Holder to receive,

without payment to the Company and at the applicable time or times provided by Section 6 hereof (if any), a number of shares of common stock, par value $.01 per share, of the Company (“Common Stock”), equal to the number of the Restricted Stock Units (if any) that become non-forfeitable pursuant to Section 4 hereof, subject, however, to Section 5 and the other provisions of this Agreement. The Award also entitles the Holder to be paid Dividend Equivalents on the terms and subject to the conditions set forth in Section 2. In no event shall the Holder acquire any rights under this Agreement unless the Holder executes and delivers to the Company, no later than 60 days after the Grant Date, a counterpart of the RSU Agreement duly countersigned by the Holder.

DIVIDEND EQUIVALENTS. On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 of the RSU Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt: the Holder’s entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section 2 is contingent on the Holder’s not having a “Separation from Service” (as hereafter defined) on or before the record date of such Dividend Equivalents, except that (A) if a dividend record date occurs on or after the date on which Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before such Restricted Stock Units are paid pursuant to Section 6, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 in respect of the Restricted Stock Units that became non-forfeitable within the meaning of Section 4 is contingent on the Holder’s not having a Separation from Service before the date on which such Restricted Stock Units became non-forfeitable within the meaning of Section 4, and (B) if a dividend record date occurs after Separation from Service by Retirement as defined in Section 4(c) and before all of the Restricted Stock Units have become non-forfeitable within the meaning of Section 4, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 in respect of the Restricted Stock Units that did not become non-forfeitable before such Separation from Service is contingent on the Holder’s Separation from Service by Retirement, execution of a covenant not to compete and a release of claims in accordance with Section 4(c), not revoking the release before

it becomes irrevocable on the 8^th day after s/he executes it, and compliance with such covenant and release on and before the Dividend Payment Date on which such Dividend Equivalents are to be paid, as provided in Section 5(b). For purposes of this Agreement, a “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Internal Revenue Code of 1986, as amended (as determined in accordance with the first sentence of Treasury Regulation section 1.409A-1(h)(3)).

Acceleration of Vesting in Event of Death or Disability. Notwithstanding Section 4(a) but subject to Section 5, if the Holder does not have a Separation from Service before his death or Disability occurs (and irrespective of whether a Separation from Service occurs at the time of such Disability), then any of the Restricted Stock Units that did not become non-forfeitable before the date on which his death or Disability

occurs shall become non-forfeitable on that date. For purposes of this Agreement, “Disability” shall have the meaning set forth in Treasury Regulation section 1.409A-3(i)(4)(i).

(c)

Exception for Retirement. Notwithstanding Section 4(a) but subject to Section 5, if the Holder has a Separation from Service (i) more than eighteen (18) months after the Base Date and before the fifth anniversary of the Base Date by reason of retirement at or after age 62 with a minimum of five (5) years of credited service with the Company and/or its Subsidiaries, and (ii) under circumstances that do not constitute “cause” as hereafter defined (any such Separation from Service being hereafter referred to as “Separation from Service by Retirement”), and if, in addition, the Holder executes, within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, a covenant not to compete and a release of claims effective as of the date of Separation from Service by Retirement, each in a form acceptable to the Committee, and does not revoke the release before it becomes irrevocable on the 8^th day after s/he executes it, and complies with the terms of such covenant and release, then any Restricted Stock Units that have not yet become non-forfeitable in accordance with the other provisions of this Section 4 as of the date of Separation from Service by Retirement shall thereafter become non-forfeitable in accordance with the other provisions of this Section 4 as if the Holder had continued as an employee (and no Separation from Service had occurred) through the earliest of (A) the fifth anniversary of the Base Date, (B) the Holder’s death, (C) the Holder’s Disability, or (D) the date on which a 409A Change in Control Event as defined in Section 4(d) occurs. For purposes of this Agreement, “cause” shall mean (I) the willful and continued failure by the Holder to substantially perform the Holder’s duties with the Company (other than any such failure resulting from the Holder’s incapacity due to physical or mental illness) or (II) the willful engaging by the Holder in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

Additional Vesting Provisions. Any provision above of this Section 4 to the contrary notwithstanding, a Restricted Stock Unit shall not become non-forfeitable pursuant to this Section 4 if, prior to the date (if any) on which such Restricted Stock

Unit would become non-forfeitable pursuant to this Section 4, such Restricted Stock Unit was forfeited pursuant to Section 5(c) of the RSU Agreement as in effect from time to time on or after the Grant Date. Any provision of this Agreement to the contrary notwithstanding, in no event shall the number of Restricted Stock Units that become non-forfeitable pursuant to this Agreement or any provision thereof exceed in the aggregate 100% of the Restricted Stock Units unless the excess is attributable solely to an adjustment referred to in Section 7 of this Agreement or Section 10 of the Plan.

(a)

Except as provided otherwise in Section 4(c) above or in the second sentence of Section 5(b) below, any Restricted Stock Units that have not become non-forfeitable pursuant to Section 4 above on or before the date on which the Holder has a Separation from Service shall be forfeited as of that date, and all of the Holder’s rights and interest in and to such forfeited Restricted Stock Units shall thereupon terminate without payment of consideration by the Company. Solely for purposes of avoiding a forfeiture pursuant to the preceding sentence in the event of a Separation from Service by Retirement, Restricted Stock Units that have not become non-forfeitable in accordance with the provisions of Section 4 other than Section 4(c) as of the date of the Holder’s Separation from Service by Retirement shall be considered to be non-forfeitable on that date if the Holder executes the covenant not to compete and release referred to in Section 4(c) within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, the covenant and release are effective as of that date, and the Holder does not revoke the release before it becomes irrevocable on the 8^th day after s/he executes it. No Award or other amount payable to the Holder shall be reduced by the amount of any Dividend Equivalents previously paid to the Holder with respect to the forfeited Restricted Stock Units. For purposes of this Agreement, the Holder will not be deemed to have a Separation from Service merely by reason of the transfer of the Holder’s employment from the Company to any Subsidiary or from any Subsidiary to the Company or another Subsidiary, or by reason of an approved leave of absence. However, the rules set forth in Treasury Regulation section 1.409A-1(h)(1)(i) shall apply in determining whether the Holder has a Separation from Service in connection with a leave of absence, and in that regard the Holder and the Company hereby elect to substitute a 29-month period of absence for a six-month period in the circumstances referred to in the last sentence of that Treasury Regulation.

(b)

If the Holder has a Separation from Service by Retirement as defined in Section 4(c), but the Holder does not execute the covenant and release referred to in Section 4(c) within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, or revokes the release before it becomes irrevocable on the 8^th day after s/he executes it, any Restricted Stock Units that have not yet become non-forfeitable in accordance with the

provisions of Section 4 other than Section 4(c) as of the date of the Holder’s Separation from Service by Retirement shall be forfeited as of the date of Separation from Service by Retirement. If the Holder executes but fails to comply with such covenant and release, any Restricted Stock Units that have not yet become non-forfeitable in accordance with Section 4 as of the date of such failure to comply shall be forfeited as of that date.

ISSUANCE OF SHARES. If a Restricted Stock Unit becomes non-forfeitable within the meaning of Section 4, a share of Common Stock shall be credited to a book entry account with the Company’s transfer agent in the name of the Holder (or, in the event of the death of the Holder, in the name of the Holder’s Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable within the meaning of Section 4 or within sixty (60) days thereafter (which date during that 61 day period shall be determined by the Company). For the avoidance of doubt, a Restricted Stock Unit becomes non-forfeitable within the meaning of Section 4 on the earliest of (a) a specified date set forth in Section 4(a) above, (b) the date on which the Holder’s death

occurs, as provided in Section 4(b) above, (c) the date on which the Holder’s Disability occurs, as provided in Section 4(b) above, or (d) the date on which a 409A Change in Control Event” occurs, as provided in Section 4(d) above; provided in the case of each of the foregoing that the Holder does not have a Separation from Service before the date in question or, in the case of clause (a) hereof, on the specified date in question, or that the Holder has a Separation from Service by Retirement before the date in question, executes the covenant and release referred to in Section 4(c) within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, does not revoke the release before it becomes irrevocable on the 8^th day after s/he executes it, and complies with such covenant and release until the date in question. In lieu of crediting any such share to a book entry account with the Company’s transfer agent, at the election and expense of the Holder (or, in the event of the death of the Holder, of the Holder’s Beneficiary), a stock certificate representing such share shall be delivered to the Holder (or, in the event of the death of the Holder, to the Holder’s Beneficiary) as soon as practicable after the Company’s receipt of the Holder’s (or Beneficiary’s) election; provided that the share is issued to the Holder (or, in the event of the death of the Holder, to the Beneficiary of the Holder), either by means of a book entry or stock certificate, on the date on which the Restricted Stock Unit becomes non-forfeitable within the meaning of Section 4 or within sixty (60) days thereafter. All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

NO IMPLIED PROMISES. By accepting the Award and executing the RSU Agreement, the Holder recognizes and agrees that the Company and its Subsidiaries, and each of their officers, directors, agents and employees, including but not limited to the Board of Directors

of the Company and the Committee, in their oversight or conduct of the business and affairs of the Company and its Subsidiaries, may in good faith cause the Company and/or a Subsidiary to act or omit to act in a manner that will, directly or indirectly, prevent all or part of the Restricted Stock Units from becoming non-forfeitable. No provision of this Agreement shall be interpreted or construed to impose any liability upon the Company, any Subsidiary, or any officer, director, agent or employee of the Company or any Subsidiary, or the Board or the Committee, for any forfeiture of Restricted Stock Units that may result, directly or indirectly, from any such action or omission, or shall be interpreted or construed to impose any obligation on the part of any such entity or person to refrain from any such action or omission.

CODE SECTION 409A. Any Dividend Equivalents and shares that may be earned pursuant to this Agreement are intended to qualify as short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), or are intended to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the Dividend Equivalents and shares that may be earned pursuant to this Agreement will be includible in the Holder’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. The Award and this Agreement shall be administered, interpreted and construed to carry out such intention, and

any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any Dividend Equivalents or shares that may be earned pursuant to this Agreement will not be includible in the Holder’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does the Company make any other representation, warranty or guaranty to the Holder as to the tax consequences of the Award or this Agreement.

The Holder agrees that, if at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, the Holder is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), the Holder shall be treated as a “Specified Employee” within the meaning of Code Section 409A and Treasury Regulation section 1.409A-1(i) (or other similar or successor provisions)(“Specified Employee”) for purposes of this Agreement and any Prior Non-Grandfathered Compensation Arrangement and any compensation arrangement that may hereafter be adopted by the Company in which the Holder may participate (“Future Compensation Arrangement”) for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or Committee hereafter prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”)(a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) and the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Holder shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the

Board or Committee. The Holder hereby irrevocably (i) consents to any such Different Identification Method that the Committee or Board may hereafter prescribe and any such Different Election that the Committee or Board may hereafter make in accordance with that Treasury Regulation or otherwise in accordance with Code Section 409A and the transition rules and official guidance thereunder, for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Agreement, any Prior Non-Grandfathered Compensation Arrangement and any Future Compensation Arrangement, and (ii) agrees that the Holder’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (iii) waives any right s/he may have to consent to the Different Identification Method or Different Election in question if for any reason the Holder’s consent to such Different Identification Method or Different Election is not legally effective.