AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT

1.7                                  “Deferrals” means the amount of Fees which the Director elects to defer according to this Agreement. In the absence of a valid Deferral Election Form, Deferrals shall mean 100% of the Fees.

1.8                                  “Deferral Account” means the Corporation’s accounting of the Director’s accumulated Deferrals, plus accrued interest.

1.9                                  “Deferral Election Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the amount of the Deferrals.

1.10                            “Distribution Election Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

1.11                            “Fees” means the total fees payable to the Director during a Plan Year.

1.12                            “Original Effective Date” means January 1, 1993.

1.13                            “Plan Administrator” means the plan administrator described in Article 8.

1.14                            “Plan Year” means each twelve-month period commencing on January 1 and ending on December 31 of each year.

1.15                            “Separation from Service” means the termination of the Director’s service with the Corporation for reasons other than death. Whether a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of the Director’s service and whether the Corporation and the Director intended for the Director to provide significant services for the Corporation following such termination.

1.16                            “Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Corporation if any stock of the Corporation is publicly traded, on an established securities market or otherwise.

1.17                            “Termination for Cause” means a Separation from Service for:

(a)                                   Gross negligence or gross neglect of duties to the Corporation; or

(b)                                  Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Director’s service with the Corporation; or

(c)                                   Fraud, disloyalty, dishonesty or willful violation of any law or significant Corporation policy committed in connection with the Director’s service and resulting in a material adverse effect on the Corporation.

1.18                            “Unforeseeable Emergency” means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, or the Director’s dependent (as defined in Section 152(a) of the Code), loss of the Director’s property due to

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casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.

Article 2

Deferral Election

Elections Generally . The Director may annually file a Deferral Election Form with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such deferrals will be performed.

Article 3

Deferral Account

3.1                                  Establishing and Crediting. The Corporation shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:

(a)                                   Any Deferrals hereunder; and

(b)                                  Interest as follows:

(i)                                    On the last day of each month and immediately prior to the distribution of any benefits, but only until commencement of benefit distributions under this Agreement, interest shall be credited on the Deferral Account at an annual rate equal to the Crediting Rate, compounded monthly; and

(ii)                                 Prior to the commencement of any distributions hereunder, the Board, in its sole discretion, may change the rate used to calculate interest credited on the unpaid Deferral Account balance during any applicable installment period. Once the annual interest rate is determined it will compound monthly on the last day of each month.

3.2                                  Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind. The Director is a general unsecured creditor of the Corporation for the distribution of benefits. The benefits represent the mere Corporation promise to distribute such benefits. The Director’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by the Director’s creditors.

Article 4

Distributions During Lifetime

4.1                                  Separation from Service Benefit. Upon Separation from. Service, the Corporation shall distribute to the Director the benefit described in this section 4.1.

4.1.1                         Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at Separation from Service.

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4.1.2                         Distribution of Benefit. The Corporation shall pay the benefit to the Director as elected by the Director on the Distribution Election Form commencing within sixty (60) days following Separation from Service. In the event the Director elects monthly installments, the Corporation shall annuitize the Deferral Account using an interest rate determined in accordance with Section 3.1(b)(ii).

4.2                                  Hardship Distribution. If an Unforeseeable Emergency occurs, the Director may petition the Board to receive a distribution from the Agreement. The Board in its sole discretion may grant such petition. If granted, the Director shall receive, within sixty (60) days, a distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation would not itself cause severe financial hardship). In any event, the maximum amount which may be paid out pursuant to this Section 4.2 is the Deferral Account balance as of the day that the Director petitioned the Board to receive a Hardship Distribution under this Section.

4.3                                  Restriction on Timing of Distribution. Notwithstanding any provision of this Agreement to the contrary, if the Director is considered a Specified Employee at Separation from Service under such procedures as established by the Corporation in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 4.3 is applicable to the Director, any distribution which would otherwise be paid to the Director within the first six months following the Separation from Service shall be accumulated and paid to the Director in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified.

4.4                                  Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any portion of the Deferral Account balance into the Director’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Deferral Account balance, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

4.5                                  Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

(a)                                   may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder;

(b)                                  must, for benefits distributable under Section 4.1, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

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(c)                                   must take effect not less than twelve (12) months after the election is made.

Article 5

Distributions at Death

5.1                                  Death During Active Service. If the Director dies while in active service to the Corporation, the Corporation shall distribute to the Beneficiary the benefit described in this Section 5.1. This benefit shall be distributed in lieu of the benefit under Article 4.

5.1.1                         Amount of Benefit. The benefit under this Section 5.1 is the greater of (i) the Deferral Account balance determined as of the date of the Director’s death or (ii) $                .

5.1.2                         Distribution of Benefit. The Corporation shall pay the benefit to the Beneficiary as elected by the Director on the Distribution Election Form commencing within sixty (60) days following the Director’s death. In the event the Director elects monthly installments, the Corporation shall annuitize the Deferral Account using an interest rate determined in accordance with Section 3.1(b)(ii).

5.2                                  Death During Distribution of a Benefit. If the Director dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Corporation shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Director had the Director survived.

5.3                                  Death After Separation from Service But Before Benefit Distributions Commence. If the Director is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Corporation shall distribute to the Beneficiary the same benefits that the Director was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Corporation of the Director’s death certificate.

Article 6

Beneficiaries

6.1                                  Beneficiary. The Director shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits distributable under the Agreement to a Beneficiary upon the death of the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other plan of the Corporation in which the Director participates.

6.2                                  Beneficiary Designation., Change. The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Plan Administrator or its d