Deferred Shares Agreement

A “Change in Control” shall be deemed to have occurred if any of the following events shall occur:

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”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either: (A) the then-outstanding shares of common stock of the Corporation (the “Corporation Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (“Voting Stock”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary of the Corporation, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or

Individuals who, as of the date hereof, constitute the Board (as modified by this subsection (ii), the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened

Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Corporation Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Corporation Common Stock and Voting Stock of the Corporation, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or

Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

“Deferral Period” means the period commencing on the Date of Grant and ending on the Vesting Date (defined below).

General. Subject to the terms and conditions of Section 2(b), (c), (d) and (e) hereof, the Grantee’s right to receive Deferred Shares under this Agreement shall become nonforfeitable on the first anniversary of the Date of Grant (the “Vesting Date”). Except as provided below, if Grantee terminates services prior to the Vesting Date, his or her Deferred Shares granted under this Agreement will be forfeited.

Effect of Change in Control. In the event of (i) a Change in Control after the Date of Grant but prior to the Vesting Date and (ii) prior to the Vesting Date, the Grantee’s service as a Non-Employee Director of the Corporation terminates (A) in connection with a request made by the Corporation or the Board that the Grantee resign as a Non-Employee Director or (B) as a result of the Grantee not being nominated for re-election as a Non-Employee Director in connection with the Change in Control, then the Deferred Shares granted hereby shall immediately become nonforfeitable. Notwithstanding anything in this Section 2(b) to the contrary, in connection with a Business Combination the result of which is that

Effect of Death, Disability. If the Grantee dies or becomes disabled (which shall mean that Grantee is no longer able to perform the duties of a Director on account of a medically determinable physical or mental impairment) prior to the Vesting Date, the Deferred Shares granted hereby shall immediately become nonforfeitable.

Effect of Retirement. If the Grantee’s service as a Non-Employee Director should terminate prior to the Vesting Date when he or she has served as a Director for ten full years or more or attained age 72, the Deferred Shares granted hereby shall become immediately nonforfeitable.

Effect of Other Termination of Service. In the event that the Grantee’s service as a Non-Employee Director shall terminate prior to the Vesting Date in a manner other than any specified in Section 2(b), 2(c) or 2(d) hereof, the Grantee shall forfeit any Deferred Shares that have not become nonforfeitable by such Grantee at the time of such termination; provided, however, that the Board upon recommendation of the Board Governance Committee may order that any part or all of such Deferred Shares become nonforfeitable.

Stock Ownership Guidelines.