This excerpt taken from the BNI 10-K filed Feb 15, 2005.
Supplement A is deleted from the Non-Employee Directors Stock Plan as of December 31, 2003.
A-1.1. Eligibility. An individual who is otherwise entitled to receive a Retainer Stock Award or who is otherwise eligible to receive cash payment for services provided as a Director (Cash Compensation) may elect to forego a portion of the annual retainer fee exclusive of any fees or other amounts payable for attendance at the meetings of the Board or for service on any committee thereof, to receive a Retainer Stock Award as described in Section 3 hereof, subject to the following terms of this Supplement A.
A-1.2. Date of Grant. The date of grant shall be as of December 31 for any year in which a Director has made a Deferral Election as described in this Supplement A.
A-1.3. Amount of Elective Compensation. Each Participant may exchange up to 25% of the annual cash retainer fee, exclusive of any fees or other amounts payable for attendance at the meetings of the Board or for service on any committee thereof, payable in a calendar year in exchange for a Retainer Stock Award equal to a number of shares of Stock determined by dividing 150% of the amount of Cancelled Compensation by the Fair Market Value of Stock on the date of grant; provided that such Retainer Stock Award shall be of substantially equivalent value to the Cancelled Compensation to the extent required by SEC Rule 16b-3(c)(2)(i)(C). The Cancelled Compensation shall be deducted from the last quarterly payment of the annual retainer fee in a fiscal year.
A-1.4. Method of Election. A Participant who wishes to elect to receive a Retainer Stock Award must deliver to the Secretary of the Company, a written irrevocable election specifying the amount of Cash Compensation he wishes to forego (Cancelled Compensation), by December 31 prior to the fiscal year in which the Cash Compensation would be earned (or at such other time required under rules established by the Board).