Amendment No. 3 to Amended and Restated Directors Deferred Compensation Plan, dated as of January 1, 2005

(b)

(i)

The Total Amount Payable shall be paid to the Participant in a single sum or, if elected by the Participant, in annual installments up to a maximum of ten (10) years. Such election must be made before the applicable Cash Compensation is deferred, shall apply to the payment of both the Cash Account and the Stock Account, and may not be changed once it has been made. Any election made less than 12 months prior to the date that the total Amount Payable is to be paid under said election shall be void, and the prior election closest in time to the void election shall govern in its stead. If there is no prior election, a single-sum shall be paid.

(ii)

Payments in respect of the Stock Account shall be made in Common Stock and payments in respect of the Cash Account shall be made in cash. A Participant shall receive a number of shares of Common Stock equal to the number of Stock Units in his Stock Account.

(iii)

All annual installments shall, except for the final payment, be not less than $5,000. To the extent necessary, the number of annual installments may be reduced to ensure that annual installments are at least $5,000.

(iv)

The amount of each annual installment shall be determined by dividing the Total Amount Payable less any payments already made to Participant by the remaining number of annual installments to be made (i.e., a 10-year payout shall pay 1/10 of the Total Amount Payable as the first installment, 1/9 as the second annual installment, etc.).

(c)

(i)

If Participant dies while a Director, or before all installments have been paid under paragraph 8(b), pay-ments shall be made within 30 days after Participant's death to one beneficiary designated by Participant in writing in such form and subject to such condition as determined necessary and approved by EBPB. Participant shall have a continuing power to designate a new beneficiary in the event of his death at any time prior to his death by written instrument delivered by Participant to the EBPB without the consent or approval of any person theretofore named as his beneficiary. In the event the designated beneficiary does not survive Participant, payment will be made to an alternate beneficiary designated in writing by Participant. If no such designation is in effect at the time of death of Participant, or if no person so designated shall survive Participant, payment shall be made to Participant's estate.

(ii)

Payments will be made to Participant's designated beneficiary or Participant's estate in a single sum.

(d)

As long as there is a balance in Participant's Cash Account, the balance shall be credited with interest pursuant to Paragraph 7.2(b). For any installment or other payment from the Cash Account, interest shall accrue up to the last day of the month prior to that payment to Participant or his estate. As long as there is a balance in Participant's Stock Account, the remaining balance shall be credited with dividend amounts pursuant to Paragraph 7.1(c).

(e)

The EBPB may determine, in its sole discretion, that the Total Amount Payable shall be paid to Participant or his estate in different amounts or at different times than provided under this Plan if, in the opinion of the EBPB, it would be necessary as the result of an unforeseeable emergency which results in a severe financial hardship to the Participant resulting from extraordinary and unforeseeable circumstances that are beyond the control of the Participant, in which case payment shall be made only to the extent necessary to alleviate the Participant's hardship, taking into account reasonably anticipated taxes on the distribution but also taking into account reimbursement or compensation, by insurance or otherwise, and possible liquidation of assets, to the extent the liquidation of assets would not itself cause severe financial hardship. Any determination by EBPB to change the amount or timing of a Participant's distribution shall not, however, result in the Participant receiving distributions in lesser amounts or over a longer period of time.

II.

Except as provided for in this Amendment No. 3, all other provisions of the Plan shall remain in full force and effect.