Sara Lee (SLE)

ARTICLE VIII - RESTRICTED STOCK UNIT AWARDS

Each Non-Employee Director shall be granted Restricted Stock Units, subject to Article VI and to the following terms and conditions:

8.1 Grant of Restricted Stock Units. (a) On July 2, 2007 each person who is a Non-Employee Director on that date shall be granted a whole number of Restricted Stock Units determined by dividing $37,500 by the Fair Market Value of a Share on that date. Thereafter, on the first business day of each calendar year (the “Annual Grant Date”), beginning with calendar year 2008, each person who is a Non-Employee Director on such Annual Grant Date shall be granted a whole number of Restricted Stock Units determined by dividing $120,000 by the Fair Market Value of a Share on the Annual Grant Date.

(b) A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between Annual Grant Dates (other than a Non-Employee Director who is first elected or begins to serve between July 1, 2007 and January 1, 2008) shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (i) dividing $120,000 by the Fair Market Value of a Share on the date of grant (ii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iii) rounding the result up the nearest whole number of Shares. A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between July 1, 2007 and January 1, 2008 shall be granted, on the

3

date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (iv) dividing $37,500 by the Fair Market Value of a Share on the date of grant (v) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and January 1, 2008 and the denominator of which is six and (vi) rounding the result up the nearest whole number of Shares

(c) On July 2, 2007 in addition to the Restricted Stock Units granted under Section 8.3(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 25% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on July 2, 2007. On each Annual Grant Date occurring after July 2, 2007, in addition to the Restricted Stock Units granted under Section 8.1(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 50% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on the Annual Grant Date (such Restricted Stock Units, the “Committee RSUs”).

(d) If the amount of a Non-Employee Director’s Committee Retainer increases between Annual Grant Dates (for this purpose July 2, 2007 shall be considered an Annual Grant Date), the Non-Employee Director shall be granted, on the date that such person’s Committee Retainer increases, a number of Restricted Stock Units determined by (i) multiplying the amount by which the Committee Retainer increases by 50%, (ii) dividing the product by the Fair Market Value of a Share on the date of grant, (iii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 (six in the case of any increase that occurs between July 1, 2007 and January 1, 2008) and (iv) rounding the result up the nearest whole number of Shares.

(e) If the amount of a Non-Employee Director’s Committee Retainer decreases between Annual Grant Dates (other than pursuant to 8.2(f) below) (for this purpose July 2, 2007 shall be considered an Annual Grant Date), the Non-Employee Director shall forfeit, on the date that such person’s Committee Retainer decreases, a number of Restricted Stock Units determined by (i) multiplying the number of Committee RSUs that were granted to such Non-Employee Director on the immediately preceding Annual Grant Date by a fraction the numerator of which is the number of whole or partial months between the date that such person’s Committee Retainer decreases and the next Annual Grant Date and the denominator of which is 12 (six in the case of any increase that occurs between July 1, 2007 and January 1, 2008) and (ii) rounding the result up the nearest whole number of Shares.

(f) If any Non-Employee Director ceases to be a Director of the Corporation between Annual Grant Dates (for this purpose July 2, 2007 shall be considered an Annual Grant Date) other than by reason of death or disability, such Non-Employee Director shall forfeit a number of the Restricted Stock Units and Committee RSUs, if any, granted to the Non-Employee Director on or after the immediately preceding Annual Grant Date determined by multiplying the total number of Restricted Stock Units and Committee RSUs granted to the Non-Employee Director under Sections 8.1(a), (b), (c) and/or (d) on such immediately preceding Annual Grant Date or subsequent grant date by a ratio the number of which is the number of months from the immediately preceding Annual Grant Date or subsequent grant date through the end of the month in which the Non-Employee Director ceases to be a Director and the denominator of which is 12 (six in the case of a Non-Employee Director who ceases to be a Director between July 1, 2007 and January 1, 2008).

4

(g) In determining the number of Restricted Stock Units under this Section 8.1, all calculations shall be rounded up to the nearest whole number of Shares.

8.2 Vesting. (a) Except as provided in Section 8.2(b), 8.3, 8.5 and 9.3 and Article 10, Restricted Stock Units granted on or after July 1, 2005 shall vest in full on the date immediately preceding the one-year anniversary of the date on which such Restricted Stock Units were awarded and Restricted Stock Units granted on or after January 1, 2008 shall vest in full on the one year anniversary of the date on which such Restricted Stock Units were awarded.

(b) Notwithstanding Section 8.2(a), if a Non-Employee Director ceases to be a director of the Corporation (i) due to death or disability, all Restricted Stock Units held by such Non-Employee Director shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation, or (ii) for any other reason, then all Restricted Stock Units held by such Non-Employee Director, after applying the forfeiture provisions of Section 8.1(f), shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation.

8.3 Payment of Restricted Stock Units. Restricted Stock Units granted on or after July 1, 2005 shall be paid on the Non-Employee Director’s Settlement Date. With respect to Awards granted under the Plan prior to July 1, 2005, a Non-Employee Director can elect to defer payment of all or any portion of such Awards provided such elections are in writing, on such forms as the Committee may prescribe, and in accordance with the terms and conditions of the Plan at the time of the deferral. The payment of any Awards deferred under the Plan prior to January 1, 2005 shall be governed by the provisions of Supplement A. The payment of any Awards deferred under the Plan after January 1, 2005 shall be governed by the provisions of Supplement B.

8.4 Dividend Equivalents. Restricted Stock Units shall accrue dividend equivalents at the same rate and at the same times as cash dividends are paid on Shares. Such dividend equivalents shall be retained by the Corporation on behalf of the Non-Employee Director and shall be paid in cash pursuant to Section 8.6 hereof, together with interest from the date of accrual to the date of payment at the Deferred Compensation Rate; provided that no interest shall be paid on any dividend equivalents accrued on Restricted Stock Units awarded after January 1, 2005.

8.5 Forfeiture. If a Non-Employee Director is determined, by a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Non-Employee Director whose conduct is in question), to have (i) acted in a manner detrimental to the Corporation’s best interests, or (ii) failed to act and such failure to act was detrimental to the Corporation’s best interests, each Restricted Stock Unit held by such Non-Employee Director shall, as of the date of the adoption of such resolution, be forfeited and all rights of the Non-Employee Director to or with respect to such Restricted Stock Unit shall terminate. No action or failure to act shall be deemed by the Board to be detrimental to the Corporation’s best interests unless such action was taken in bad faith or without reasonable belief that such action was in the best interests of the Company.

8.6 Settlement. Subject to Section 8.3 and Supplements A and B with respect to deferred Awards, as soon as practical after a Non-Employee Director’s Settlement Date the Corporation shall (i) issue to such Non-Employee Director one Share for each Restricted Stock Unit awarded to the Non-Employee Director and (ii) pay to such Non-Employee Director a cash amount equal to the amount of all dividend equivalents accrued with respect to such Restricted Stock Unit, together with interest, if any, accrued thereon pursuant to Section 8.4 hereof. Upon the satisfaction of the Corporation’s obligations under the first sentence of this Section 8.6, such Restricted Stock Unit shall be cancelled, such cancellation to be effective as of the Settlement Date.

8.7 No Stockholder Rights. Restricted Stock Units shall not confer upon the holder thereof any rights as a stockholder of the Company.

5

ARTICLE VIII - RESTRICTED STOCK UNIT AWARDS

FACE="Times New Roman" SIZE="2">Each Non-Employee Director shall be granted Restricted Stock Units, subject to Article VI and to the following terms and conditions:

FACE="Times New Roman" SIZE="2">8.1 Grant of Restricted Stock Units. (a) On July 2, 2007 each person who is a Non-Employee Director on that date shall be granted a whole number of Restricted Stock Units determined by dividing
$37,500 by the Fair Market Value of a Share on that date. Thereafter, on the first business day of each calendar year (the “Annual Grant Date”), beginning with calendar year 2008, each person who is a Non-Employee Director on such Annual
Grant Date shall be granted a whole number of Restricted Stock Units determined by dividing $120,000 by the Fair Market Value of a Share on the Annual Grant Date.

FACE="Times New Roman" SIZE="2">(b) A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between Annual Grant Dates (other than a Non-Employee Director who is first elected or begins to serve between
July 1, 2007 and January 1, 2008) shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (i) dividing $120,000 by the Fair Market
Value of a Share on the date of grant (ii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and
(iii) rounding the result up the nearest whole number of Shares. A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between July 1, 2007 and January 1, 2008 shall be granted, on the

3

date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (iv) dividing
$37,500 by the Fair Market Value of a Share on the date of grant (v) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and January 1, 2008 and the denominator
of which is six and (vi) rounding the result up the nearest whole number of Shares

(c) On July 2, 2007 in addition to the
Restricted Stock Units granted under Section 8.3(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by
dividing an amount equal to 25% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on July 2, 2007. On each Annual Grant Date occurring after July 2, 2007, in addition to the Restricted Stock Units
granted under Section 8.1(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal
to 50% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on the Annual Grant Date (such Restricted Stock Units, the “Committee RSUs”).

ARTICLE VIII - RESTRICTED STOCK UNIT AWARDS

Each Non-Employee Director shall be granted Restricted Stock Units, subject to Article VI and to the following terms and conditions:

8.1 Grant of Restricted Stock Units. (a) On July 2, 2007 each person who is a Non-Employee Director on that date shall be granted a whole number of Restricted Stock Units determined by dividing $37,500 by the Fair Market Value of a Share on that date. Thereafter, on the first business day of each calendar year (the “Annual Grant Date”), beginning with calendar year 2008, each person who is a Non-Employee Director on such Annual Grant Date shall be granted a whole number of Restricted Stock Units determined by dividing $75,000 by the Fair Market Value of a Share on the Annual Grant Date.

- 3 -

(b) A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between Annual Grant Dates (other than a Non-Employee Director who is first elected or begins to serve between July 1, 2007 and January 1, 2008) shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (i) dividing $75,000 by the Fair Market Value of a Share on the date of grant (ii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iii) rounding the result up the nearest whole number of Shares. A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between July 1, 2007 and January 1, 2008 shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (iv) dividing $37,500 by the Fair Market Value of a Share on the date of grant (v) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and January 1, 2008 and the denominator of which is six and (vi) rounding the result up the nearest whole number of Shares

(c) On July 2, 2007 in addition to the Restricted Stock Units granted under Section 8.3(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 25% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on July 2, 2007. On each Annual Grant Date occurring after July 2, 2007, in addition to the Restricted Stock Units granted under Section 8.1(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 50% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on the Annual Grant Date (such Restricted Stock Units, the “Committee RSUs”).

(d) If the amount of a Non-Employee Director’s Committee Retainer increases between Annual Grant Dates (for this purpose July 2, 2007 shall be considered an Annual Grant Date), the Non-Employee Director shall be granted, on the date that such person’s Committee Retainer increases, a number of Restricted Stock Units determined by (i) multiplying the amount by which the Committee Retainer increases by 50%, (ii) dividing the product by the Fair Market Value of a Share on the date of grant, (iii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 (six in the case of any increase that occurs between July 1, 2007 and January 1, 2008) and (iv) rounding the result up the nearest whole number of Shares.

(e) If the amount of a Non-Employee Director’s Committee Retainer decreases between Annual Grant Dates (other than pursuant to 8.2(f) below) (for this purpose July 2, 2007 shall be considered an Annual Grant Date), the Non-Employee Director shall forfeit, on the date that such person’s Committee Retainer decreases, a number of Restricted Stock Units determined by (i) multiplying the number of Committee RSUs that were granted to such Non-Employee Director on the immediately preceding

- 4 -

Annual Grant Date by a fraction the numerator of which is the number of whole or partial months between the date that such person’s Committee Retainer decreases and the next Annual Grant Date and the denominator of which is 12 (six in the case of any increase that occurs between July 1, 2007 and January 1, 2008) and (ii) rounding the result up the nearest whole number of Shares.

(f) If any Non-Employee Director ceases to be a Director of the Corporation between Annual Grant Dates (for this purpose July 2, 2007 shall be considered an Annual Grant Date) other than by reason of death or disability, such Non-Employee Director shall forfeit a number of the Restricted Stock Units and Committee RSUs, if any, granted to the Non-Employee Director on or after the immediately preceding Annual Grant Date determined by multiplying the total number of Restricted Stock Units and Committee RSUs granted to the Non-Employee Director under Sections 8.1(a), (b), (c) and/or (d) on such immediately preceding Annual Grant Date or subsequent grant date by a ratio the number of which is the number of months from the immediately preceding Annual Grant Date or subsequent grant date through the end of the month in which the Non-Employee Director ceases to be a Director and the denominator of which is 12 (six in the case of a Non-Employee Director who ceases to be a Director between July 1, 2007 and January 1, 2008).

(g) In determining the number of Restricted Stock Units under this Section 8.1, all calculations shall be rounded up to the nearest whole number of Shares.

8.2 Vesting. (a) Except as provided in Section 8.2(b), 8.3, 8.5 and 9.3 and Article 10, Restricted Stock Units granted on or after July 1, 2005 shall vest in full on the date immediately preceding the one-year anniversary of the date on which such Restricted Stock Units were awarded and Restricted Stock Units granted on or after January 1, 2008 shall vest in full on the one year anniversary of the date on which such Restricted Stock Units were awarded.

(b) Notwithstanding Section 8.2(a), if a Non-Employee Director ceases to be a director of the Corporation (i) due to death or disability, all Restricted Stock Units held by such Non-Employee Director shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation, or (ii) for any other reason, then all Restricted Stock Units held by such Non-Employee Director, after applying the forfeiture provisions of Section 8.1(f), shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation.

8.3 Payment of Restricted Stock Units. Restricted Stock Units granted on or after July 1, 2005 shall be paid on the Non-Employee Director’s Settlement Date. With respect to Awards granted under the Plan prior to July 1, 2005, a Non-Employee Director can elect to defer payment of all or any portion of such Awards provided such elections are in writing, on such forms as the Committee may prescribe, and in accordance with the terms and conditions of the Plan at the time of the deferral. The payment of any Awards deferred under the Plan prior to January 1, 2005 shall be governed by the provisions of Supplement A. The payment of any Awards deferred under the Plan after January 1, 2005 shall be governed by the provisions of Supplement B.

- 5 -

8.4 Dividend Equivalents. Restricted Stock Units shall accrue dividend equivalents at the same rate and at the same times as cash dividends are paid on Shares. Such dividend equivalents shall be retained by the Corporation on behalf of the Non-Employee Director and shall be paid in cash pursuant to Section 8.6 hereof, together with interest from the date of accrual to the date of payment at the Deferred Compensation Rate; provided that no interest shall be paid on any dividend equivalents accrued on Restricted Stock Units awarded after January 1, 2005.

8.5 Forfeiture. If a Non-Employee Director is determined, by a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Non-Employee Director whose conduct is in question), to have (i) acted in a manner detrimental to the Corporation’s best interests, or (ii) failed to act and such failure to act was detrimental to the Corporation’s best interests, each Restricted Stock Unit held by such Non-Employee Director shall, as of the date of the adoption of such resolution, be forfeited and all rights of the Non-Employee Director to or with respect to such Restricted Stock Unit shall terminate. No action or failure to act shall be deemed by the Board to be detrimental to the Corporation’s best interests unless such action was taken in bad faith or without reasonable belief that such action was in the best interests of the Company.

8.6 Settlement. Subject to Section 8.3 and Supplements A and B with respect to deferred Awards, as soon as practical after a Non-Employee Director’s Settlement Date the Corporation shall (i) issue to such Non-Employee Director one Share for each Restricted Stock Unit awarded to the Non-Employee Director and (ii) pay to such Non-Employee Director a cash amount equal to the amount of all dividend equivalents accrued with respect to such Restricted Stock Unit, together with interest, if any, accrued thereon pursuant to Section 8.4 hereof. Upon the satisfaction of the Corporation’s obligations under the first sentence of this Section 8.6, such Restricted Stock Unit shall be cancelled, such cancellation to be effective as of the Settlement Date.

8.7 No Stockholder Rights. Restricted Stock Units shall not confer upon the holder thereof any rights as a stockholder of the Company.

ARTICLE VIII - RESTRICTED STOCK UNIT AWARDS

Each Non-Employee Director shall be granted Restricted Stock Units, subject to Article VI and to the following terms and conditions:

8.1 Grant of Restricted Stock Units. (a) On the first business day of each fiscal year of the Corporation (the “Annual Grant Date”), beginning with fiscal year 2003, each person who is a Non-Employee Director on such Annual Grant Date shall be granted a whole number of Restricted Stock Units determined by dividing $75,000 by the Fair Market Value of a Share on the Annual Grant Date.

(b) A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between Annual Grant Dates shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (i) dividing $75,000 by the Fair Market Value of a Share on the date of grant (ii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iii) rounding the result up the nearest whole number of Shares.

(c) On the Annual Grant Date, in addition to the Restricted Stock Units granted under Section 8.1(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 50% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on the Annual Grant Date (such Restricted Stock Units, the “Committee RSUs”).

(d) If the amount of a Non-Employee Director’s Committee Retainer increases between Annual Grant Dates, the Non-Employee Director shall be granted, on the date that such person’s Committee

-3-

Retainer increases, a number of Restricted Stock Units determined by (i) multiplying the amount by which the Committee Retainer increases by 50%, (ii) dividing the product by the Fair Market Value of a Share on the date of grant, (iii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iv) rounding the result up the nearest whole number of Shares.

(e) If the amount of a Non-Employee Director’s Committee Retainer decreases between Annual Grant Dates (other than pursuant to 8.2(f) below), the Non-Employee Director shall forfeit, on the date that such person’s Committee Retainer decreases, a number of Restricted Stock Units determined by (i) multiplying the number of Committee RSUs that were granted to such Non-Employee Director on the immediately preceding Annual Grant Date by a fraction the numerator of which is the number of whole or partial months between the date that such person’s Committee Retainer decreases and the next Annual Grant Date and the denominator of which is 12 and (ii) rounding the result up the nearest whole number of Shares.

(f) If any Non-Employee Director ceases to be a Director of the Corporation between Annual Grant Dates other than by reason of death or disability, such Non-Employee Director shall forfeit a number of the Restricted Stock Units and Committee RSUs, if any, granted to the Non-Employee Director on or after the immediately preceding Annual Grant Date determined by multiplying the total number of Restricted Stock Units and Committee RSUs granted to the Non-Employee Director under Sections 8.1(a), (b), (c) and/or (d) such immediately preceding Annual Grant Date or subsequent grant date by a ratio the number of which is the number of months from the immediately preceding Annual Grant Date or subsequent grant date through the end of the month in which the Non-Employee Director ceases to be a Director and the denominator of which is twelve (12).

(g) In determining the number of Restricted Stock Units under this Section 8.1, all calculations shall be rounded up to the nearest whole number of Shares.

8.2 Vesting. (a) Except as provided in Section 8.2(b), 8.3, 8.5 and 9.3 and Article 10, Restricted Stock Units granted on or after July 1, 2005 shall vest in full on the date immediately preceding the one year anniversary of the Annual Grant Date as of which such Restricted Stock Units were awarded.

(b) Notwithstanding Section 8.2(a), if a Non-Employee Director ceases to be a director of the Corporation (i) due to death or disability, all Restricted Stock Units held by such Non-Employee Director shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation, or (ii) for any other reason, then all Restricted Stock Units held by such Non-Employee Director, after applying the forfeiture provisions of Section 8.1(f), shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation.

8.3 Payment of Restricted Stock Units. Restricted Stock Units granted on or after July 1, 2005 shall be paid on the Non-Employee Director’s Settlement Date. With respect to Awards granted under the Plan prior to July 1, 2005, a Non-Employee Director can elect to defer payment of all or any portion of such Awards provided such elections are in writing, on such forms as the Committee may prescribe, and in accordance with the terms and conditions of the Plan at the time of the deferral. The payment of any Awards deferred under the Plan prior to January 1, 2005 shall be governed by the provisions of Supplement A. The payment of any Awards deferred under the Plan after January 1, 2005 shall be governed by the provisions of Supplement B.

8.4 Dividend Equivalents. Restricted Stock Units shall accrue dividend equivalents at the same rate and at the same times as cash dividends are paid on Shares. Such dividend equivalents shall be retained by the Corporation on behalf of the Non-Employee Director and shall be paid in cash pursuant to Section 8.6 hereof, together with interest from the date of accrual to the date of payment at the Deferred

-4-

Compensation Rate; provided that no interest shall be paid on any dividend equivalents accrued on Restricted Stock Units awarded after January 1, 2005.

8.5 Forfeiture. If a Non-Employee Director is determined, by a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Non-Employee Director whose conduct is in question), to have (i) acted in a manner detrimental to the Corporation’s best interests, or (ii) failed to act and such failure to act was detrimental to the Corporation’s best interests, each Restricted Stock Unit held by such Non-Employee Director shall, as of the date of the adoption of such resolution, be forfeited and all rights of the Non-Employee Director to or with respect to such Restricted Stock Unit shall terminate. No action or failure to act shall be deemed by the Board to be detrimental to the Corporation’s best interests unless such action was taken in bad faith or without reasonable belief that such action was in the best interests of the Company.

8.6 Settlement. Subject to Section 8.3 and Supplements A and B with respect to deferred Awards, as soon as practical after a Non-Employee Director’s Settlement Date the Corporation shall (i) issue to such Non-Employee Director one Share for each Restricted Stock Unit awarded to the Non-Employee Director and (ii) pay to such Non-Employee Director a cash amount equal to the amount of all dividend equivalents accrued with respect to such Restricted Stock Unit, together with interest, if any, accrued thereon pursuant to Section 8.4 hereof. Upon the satisfaction of the Corporation’s obligations under the first sentence of this Section 8.6, such Restricted Stock Unit shall be cancelled, such cancellation to be effective as of the Settlement Date.

8.7 No Stockholder Rights. Restricted Stock Units shall not confer upon the holder thereof any rights as a stockholder of the Company.

ARTICLE VIII RESTRICTED STOCK UNIT AWARDS

Each Non-Employee Director shall be granted Restricted Stock Units, subject to Article VI and to the following terms and conditions:

8.1 Grant of Restricted Stock Units. (a) On the first business day of each fiscal year of the Corporation (the “Annual Grant Date”), beginning with fiscal year 2003, each person who is a Non-Employee Director on such Annual Grant Date shall be granted a whole number of Restricted Stock Units determined by dividing $75,000 by the Fair Market Value of a Share on the Annual Grant Date; provided, however, that if on any Annual Grant Date it is known to the Committee that any Non-Employee Director will not stand for re-election at the next succeeding annual meeting of stockholders, such Non-Employee Director shall be granted, in lieu of the grant described above, a whole number of Restricted Stock Units determined by (a) dividing $75,000 by the Fair Market Value of a Share on the Annual Grant Date and (b) multiplying the quotient by one-third ( ¹/3); and provided further that if any Non-Employee Director whose grant of Restricted Stock Units on the immediately preceding Annual Grant Date was not prorated in accordance with the preceding proviso does not stand for re-election at an annual meeting of stockholders for a reason other than death, disability or normal retirement, or stands for re-election at such annual meeting of stockholders but is not re-elected by the Corporation’s stockholders,

-3-

such Non-Employee Director shall forfeit a number of the Restricted Stock Units granted to the Non-Employee Director on the immediately preceding Annual Grant Date under this Section 8.1(a) determined by multiplying the total number of Restricted Stock Units granted to the Non-Employee Director on such immediately preceding Annual Grant Date under this Section 8.1(a) by two-thirds ( ²/3rds). In determining the number of Restricted Stock Units under this Section 8.1(a), all calculations shall be rounded up to the nearest whole number of Shares.

(b) A Non-Employee Director who is first elected or begins to serve as a Non-Employee Director between Annual Grant Dates shall be granted, on the date that such person is first elected or begins to serve as a Non-Employee Director, a number of Restricted Stock Units determined by (i) dividing $75,000 by the Fair Market Value of a Share on the date of grant (ii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iii) rounding the result up the nearest whole number of Shares.

(c) On the Annual Grant Date, in addition to the Restricted Stock Units granted under Section 8.1(a) above, each Non-Employee Director who chairs or serves on a Board committee for which a Committee Retainer is payable shall be granted a whole number of Restricted Stock Units determined by dividing an amount equal to 50% of the Non-Employee Director’s Committee Retainer by the Fair Market Value of a Share on the Annual Grant Date (such Restricted Stock Units, the “Committee RSUs”); provided, however, that if on any Annual Grant Date it is known to the Committee that any Non-Employee Director will cease to serve in a Board committee position for which a Committee Retainer is payable as of the time of the next succeeding annual meeting of stockholders, such Non-Employee Director shall be granted, in lieu of the grant described above, a whole number of Restricted Stock Units determined by multiplying the number of Committee RSUs the Non-Employee Director would have been entitled to on such Annual Grant Date assuming he or she would continue to serve until the next succeeding Annual Grant Date by one-third ( ¹/3); and provided further that if any Non-Employee Director whose grant of Committee RSUs on the immediately preceding Annual Grant Date was not prorated in accordance with the preceding proviso ceases to serve in a Board committee position for which a Committee Retainer is payable as of the time of the next annual meeting of stockholders for a reason other than death, disability or normal retirement, such Non-Employee Director shall forfeit a number of the Committee RSUs granted to the Non-Employee Director on the immediately preceding Annual Grant Date under this Section 8.1(c) determined by multiplying the total number of Committee RSUs granted to the Non-Employee Director under this Section 8.1(c) on such immediately preceding Annual Grant Date by two-thirds ( ²/3rds). In determining the number of Restricted Stock Units under this Section 8.1(c), all calculations shall be rounded up to the nearest whole number of Shares.

(d) If the amount of a Non-Employee Director’s Committee Retainer increases between Annual Grant Dates, the Non-Employee Director shall be granted, on the date that such person’s Committee Retainer increases, a number of Restricted Stock Units determined by (i) multiplying the amount by which the Committee Retainer increases by 50%, (ii) dividing the product by the Fair Market Value of a Share on the date of grant, (iii) multiplying the quotient by a fraction the numerator of which is the number of whole or partial months between the date of grant and the next Annual Grant Date and the denominator of which is 12 and (iv) rounding the result up the nearest whole number of Shares.

(e) If the amount of a Non-Employee Director’s Committee Retainer decreases between Annual Grant Dates (other than pursuant to 8.2(c) above), the Non-Employee Director shall forfeit, on the date that such person’s Committee Retainer decreases, a number of Restricted Stock Units determined by (i) multiplying the number of Committee RSUs that were granted to such Non-Employee Director on the immediately preceding Annual Grant Date by a fraction the numerator of which is the number of whole or partial months between the date that such person’s Committee Retainer decreases and the next Annual

-4-

Grant Date and the denominator of which is 12 and (iii) rounding the result up the nearest whole number of Shares.

8.2 Vesting. (a) Except as provided in Section 8.2(b), 8.3, 8.5 and 9.3 and Article 10, Restricted Stock Units granted on or after July 1, 2005 shall vest in full on the date immediately preceding the one year anniversary of the Annual Grant Date as of which such Restricted Stock Units were awarded.

(b) Notwithstanding Section 8.2(a), if a Non-Employee Director ceases to be a director of the Corporation due to death, disability or normal retirement, all Restricted Stock Units held by such Non-Employee Director shall vest in full on the date on which such Non-Employee Director ceases to be a director of the Corporation.

8.3 Payment of Restricted Stock Units. Restricted Stock Units granted on or after July 1, 2005 shall be paid on the Non-Employee Director’s Settlement Date. With respect to Awards granted under the Plan prior to July 1, 2005, a Non-Employee Director can elect to defer payment of all or any portion of such Awards provided such elections are in writing, on such forms as the Committee may prescribe, and in accordance with the terms and conditions of the Plan at the time of the deferral. The payment of any Awards deferred under the Plan prior to January 1, 2005 shall be governed by the provisions of Supplement A. The payment of any Awards deferred under the Plan after January 1, 2005 shall be governed by the provisions of Supplement B.

8.4 Dividend Equivalents. Restricted Stock Units shall accrue dividend equivalents at the same rate and at the same times as cash dividends are paid on Shares. Such dividend equivalents shall be retained by the Corporation on behalf of the Non-Employee Director and shall be paid in cash pursuant to Section 8.6 hereof, together with interest from the date of accrual to the date of payment at the Deferred Compensation Rate; provided that no interest shall be paid on any dividend equivalents accrued on Restricted Stock Units awarded after January 1, 2005.

8.5 Forfeiture. If a Non-Employee Director is determined, by a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Non-Employee Director whose conduct is in question), to have (i) acted in a manner detrimental to the Corporation’s best interests, or (ii) failed to act and such failure to act was detrimental to the Corporation’s best interests, each Restricted Stock Unit held by such Non-Employee Director shall, as of the date of the adoption of such resolution, be forfeited and all rights of the Non-Employee Director to or with respect to such Restricted Stock Unit shall terminate. No action or failure to act shall be deemed by the Board to be detrimental to the Corporation’s best interests unless such action was taken in bad faith or without reasonable belief that such action was in the best interests of the Company.

8.6 Settlement. Subject to Section 8.3 and Supplements A and B with respect to deferred Awards, as soon as practical after a Non-Employee Director’s Settlement Date the Corporation shall (i) issue to such Non-Employee Director one Share for each Restricted Stock Unit awarded to the Non-Employee Director and (ii) pay to such Non-Employee Director a cash amount equal to the amount of all dividend equivalents accrued with respect to such Restricted Stock Unit, together with interest, if any, accrued thereon pursuant to Section 8.4 hereof. Upon the satisfaction of the Corporation’s obligations under the first sentence of this Section 8.6, such Restricted Stock Unit shall be cancelled, such cancellation to be effective as of the Settlement Date.

8.7 No Stockholder Rights. Restricted Stock Units shall not confer upon the holder thereof any rights as a stockholder of the Company.

-5-