2011 Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., an Ohio corporation (the Company), and U.S. Bank National Association (the Trustee), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

DEFINITIONS from Employee Matters Agreement

This Employee Matters Agreement (this Agreement), dated as of March 31, 2017, with effect as of the Effective Time, is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (Houston), Everett SpinCo, Inc., a Nevada corporation (Everett), and Computer Sciences Corporation, a Nevada corporation (Chicago, and together with Houston and Everett, the Parties).

DEFINITIONS. Unless otherwise defined in this Agreement, capitalized words and expressions and variations thereof used in this Agreement or in its Schedules have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Separation Agreement. 1.1 Action has the meaning given to that term in the Separation Agreement. 1.2 Affiliate has the meaning given to that term in the Separation Agreement. 1.3 Agreement has the meaning set forth in the preamble to this Agreement. 1.4 Approved Leave of Absence means an absence from active service pursuant to an approved leave. 1.5 Auditing Party has the meaning set forth in Section 6.4(a). 1.6 Benefit Plan means, with respect to an entity or any of its Subsidiaries, (a) each employee welfare benefit plan (as defined in Section 3(1) of ERISA) and each other employee benefits arrangement, policy or payroll practice (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical or life) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) each employee pension benefit plan (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangement sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, Benefit Plans includes Health and Welfare Plans. When immediately preceded by Houston, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Houston or a Houston Entity or any Benefit Plan with respect to which Houston or a Houston Entity is a party. When immediately preceded by Everett, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Everett or any Everett Entity or any Benefit Plan with respect to which Everett or an Everett Entity is a party. When immediately preceded by Chicago, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Chicago or any of its Subsidiaries or any Benefit Plan with respect to which Chicago or any of its Subsidiaries is a party. 1.7 Chicago has the meaning set forth in the preamble to this Agreement. 1.8 Chicago Common Stock means the outstanding shares of common stock, $1.00 par value, of Chicago. 1.9 Chicago Employee means any individual who is employed by a Chicago Entity immediately prior to the Effective Time, 1.10 Chicago Equity Awards means the Chicago Options, Chicago RSU Awards, Chicago PSU Awards and Chicago SARs. 1.11 Chicago Executive DC Plan means the Chicago Deferred Compensation Plan, as amended and restated effective as of December 31, 2012 and the First Amendment to the Chicago Deferred Compensation Plan effective as of December 31, 2013, in effect as of the time relevant to the applicable provision of this Agreement. 1.12 Chicago Health and Welfare Plans has the meaning set forth in Section 4.1(a)(ii). 1.13 Chicago Non-Employee Director means each member of the Chicago Board of Directors as of immediately after the Effective Time who is not a Chicago Employee. 1.14 Chicago Stock Plan means Chicagos 2011 Omnibus Incentive Plan, 2007 Employee Incentive Plan, 2004 Incentive Plan, or 2010 Non-Employee Director Stock Incentive Plan, in each case including any sub-plan or addendum thereto. 1.15 Chicago 401(k) Plan has the meaning set forth in Section 3.1(c). 1.16 Closing has the meaning set forth in the Merger Agreement. 1.17 Closing Date has the meaning set forth in the Merger Agreement. 1.18 COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code SS 4980B and ERISA SSSS 601 through 608. 1.19 Code means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision. 1.20 Dallas means Hewlett-Packard Company, a Delaware corporation. 1.21 HP Excess Plans has the meaning given to that term in the Historical Employee Matters Agreement. 1.22 Destination LOA Employee means a Houston Destination LOA Employee or an Everett Destination LOA Employee, as applicable. 1.23 DEU Account means (a) when immediately preceded by Houston, an account consisting of dividend equivalent units relating to Houston Common Stock granted under a Houston Stock Plan (or a historical Dallas stock plan) or (b) when immediately preceded by Everett, an account consisting of dividend equivalent units relating to shares of Everett Common Stock outstanding under the Everett Stock Plan. 1.24 Distribution Date has

Definitions from Incentive Plan

Definitions. As used in the Plan, in addition to terms elsewhere defined in the Plan, the following terms shall have the meanings set forth below: 2.1 Acquired Entity has the meaning set forth in Section 5.6. 2.2 Acquired Entity Award has the meaning set forth in Section 5.6. 2.3 Approval Date has the meaning set forth in Section 1.1. 2.4 Award means any Option (including a Non-Qualified Stock Option and an Incentive Stock Option), Stock Appreciation Right, Restricted Stock, Share, Restricted Stock Unit, Deferred Stock, Performance Unit, Substitute Award, Dividend Equivalent or Cash Incentive Award. 2.5 Award Agreement means any written agreement, contract or other instrument, document or form of writing evidencing any Award granted hereunder by the Company. An Award Agreement may be in any electronic medium and may be limited to notation on the books and records of the Company. Unless otherwise determined by the Company, an Award Agreement may be accepted by a Grantee through an on-line or electronic system established and maintained by or on behalf of the Company. 2.6 Beneficiary means the Person designated to receive Plan benefits, if any, following the Grantees death in accordance with Section 17.8. 2.7 Board means the Board of Directors of the Company. 2.8 Cash Incentive Award means a performance Award granted under Section 12. 2.9 Cause means, unless otherwise set forth in the applicable Award Agreement: (a) any willful fraud, dishonesty or misconduct of the Grantee that can reasonably be expected to have a detrimental effect on (i) the reputation or business of the Company or any of its subsidiaries or affiliates or (ii) the Grantees reputation or performance of his or her duties to the Company or any of its subsidiaries or affiliates; (b) willful refusal or failure of the Grantee to comply with the Companys Code of Business Conduct and Ethics, the Companys Anti- Corruption and Bribery policy or any other material corporate policy of the Company; (c) the Grantees willful or repeated failure to meet documented performance objectives or to perform his or her duties or to follow reasonable and lawful directives of his or her manager (other than due to death or Disability); (d) the Grantees conviction of, or plea of nolo contendere to (i) any felony; or (ii) any other criminal charge that may reasonably be expected to have a material detrimental effect on the reputation or business of the Company or any of its subsidiaries or affiliates; or (e) the Grantees willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to the Grantees employment with the Company, after being instructed to cooperate by the Chairman and/or Chief Executive Officer or by the Board, or the willful destruction of or willful failure to preserve documents or other material known to be relevant to any such investigation; provided that with respect to clause (b) or (c) above, the Grantee shall have fifteen (15) business days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct, to the extent it can be cured, to prevent termination for Cause by the Company. If the Grantee cures the conduct that is the basis for the potential termination for Cause within such period, the Companys notice of termination shall be deemed withdrawn. 2.10 Change in Control means, unless otherwise set forth in the applicable Award Agreement, the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries), including a group as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the Companys then outstanding securities; (b) there is consummated (i) a merger, consolidation, plan of arrangement, reorganization or similar transaction or series of transactions in which the Company is involved, other than such a transaction or series of transactions which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity (or the parent, if any) outstanding immediately after such transaction(s) in substantially the same proportions as their ownership immediately prior to such transaction(s); (ii) a sale or other disposition of all or substantially all of the Companys assets; or (iii) approval by the Companys shareholders of a plan of liquidation of the Company; or (c) within any period of 24 consecutive months, persons

DEFINITIONS from Investment Agreement

This Preferred Equity Investment Agreement (this Agreement), dated as of February 27, 2017 (the Execution Date), is entered into by and among Roseland Residential, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, the Partnership), Mack-Cali Realty Corporation, a Maryland corporation (together with its permitted successors, assigns and transferees, MCRC), Mack-Cali Realty, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, MCRLP), Mack-Cali Property Trust, a Maryland real estate investment trust (together with its permitted successors, assigns and transferees, MCPT), Mack-Cali Texas Property, L.P., a Texas limited partnership (together with its permitted successors, assigns and transferees, MCTP and together with MCRC, MCRLP and MCPT, the MCRC Parties), Roseland Residential Trust, a Maryland real estate investment trust (together with its permitted successors, assigns and transferee

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: 2015 Balance Sheet has the meaning set forth in Section 3.05. 2016 Balance Sheet has the meaning set forth in Section 3.05. 2016 Balance Sheet Date has the meaning set forth in Section 3.05. 2016 Income Statement has the meaning set forth in Section 3.05. Active Projects has the meaning set forth in Section 3.08(a)(i). Additional Commitment has the meaning set forth in the Recitals. Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither of the Investors nor any of their Affiliates shall be considered an Affiliate of any MCRC Party or Partnership Party for any purpose hereunder; provided, further that no portfolio company of an Investor shall be deemed an Affiliate any Investor. Agreement has the meaning set forth in the preamble. Ancillary Agreements shall mean, collectively, the Registration Rights Agreement, the Recourse Agreement, the Indemnification Agreement, the Shared Services Agreement, the Shareholders Agreement, the Bylaws and the Credit Enhancement Agreement. Benefit Plan has the meaning set forth in Section 3.14(a). Board of Trustees has the meaning set forth in Section 9.02. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business. Bylaws means the bylaws of the General Partner, as amended and in effect on or immediately prior to the date hereof. Closing has the meaning set forth in has the meaning set forth in Section 2.03(b). Closing Date has the meaning set forth in Section 2.03(b). Code means the Internal Revenue Code of 1986, as amended. Commitment Term means the period commencing on the Closing Date and ending on the earlier to occur of (i) the date on which Investors Total Commitment has been funded to the Partnership and (ii) any Commitment Termination Event. Commitment Termination Event has the meaning set forth in Section 2.05(e). Common Units has the meaning set forth in the Recitals. Company Leases has the meaning set forth in Section 3.10(e). Competing Businesses has the meaning set forth in Section 9.02. Controlled Subsidiary or Controlled Subsidiaries, with respect to any entity, any Subsidiary of such entity (other than as set forth in clause (iii)(y) of the definition of such term), other than a Non-Controlled Subsidiary or Limited Control Subsidiary of such entity. Controlled Subsidiary Balance Sheets has the meaning set forth in Section 3.05. Credit Enhancement Agreement means that certain Discretionary Demand Promissory Note between the Partnership, as borrower, and MCRLP, as lender, dated as of the Closing Date. Deposit has the meaning set forth in Section 2.02. Direct Claim has the meaning set forth in Section 7.06(c). Disclosure Letter means that certain Disclosure Letter to Preferred Equity Investment Agreement executed by and between the Parties concurrently with the execution and delivery of this Agreement. Dollars or $ means the lawful currency of the United States of America. Drawdown has the meaning set forth in Section 2.05(b). Drawdown Amount has the meaning set forth in Section 2.05(c)(i). Drawdown Date has the meaning set forth in Section 2.05(b). Drawdown Notice has the meaning set forth in Section 2.05(b). Employees means those Persons employed by the Partnership Parties or their respective Subsidiaries immediately prior to the Closing. Employment Agreements has the meaning set forth in Section 3.15(b). Encumbrance(s) means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance. Environmental Claim means any action, suit, claim, investigation or other legal proceeding by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, assessment, evaluation, monitoring or otherwise delineating the presence or Release of any Hazardous Material, prevention or minimization of a Release or threatened release of Hazardous Materials, governmental response, removal or remediation, corrective action, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials in, on, under, to or emanating from any real property; or (b) any actual or alleged n

DEFINITIONS from Amended and Restated

The purposes of this Plan are (i) to provide deferred compensation for a select group of management or highly compensated employees and (ii) to provide for the payment of certain amounts deferred under the predecessor Duke Energy Corporation Executive Savings Plans I and II. This Plan is intended to be a nonqualified, unfunded plan of deferred compensation for a select group of management or highly compensated employees that qualifies as a top-hat plan that is exempt from substantially all of the requirements of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and shall be so interpreted and administered.

DEFINITIONS. 2.1 Account shall mean the record of deferrals and contributions and adjustments thereto maintained with respect to each Participant pursuant to Article VI. 2.2 Automatic Deferral Compensation shall mean an amount equal to: (i) the Maximum RSP Deferral Limitation for a Plan Year, divided by (ii) the Maximum Matching Contribution Percentage (as such term is defined in the RSP) for such Plan Year. 2.3 Automatic Deferral Election shall mean the deferral election made by a Participant pursuant to Section 4.3. 2.4 Automatic Deferral Election Date shall mean the last day of the second Plan Year preceding the Plan Year to which a Participants Automatic Deferral Election applies. For example, the Automatic Deferral Election Date applicable to an Automatic Deferral Election for the 2011 Plan Year is December 31, 2009. 2.5 Base Pay shall mean, for each Participant, the base salary as defined by the Companys normal payroll practices and procedures, paid during a Plan Year (or which would have been paid during a Plan Year but for salary reductions and elective deferrals under Code Sections 125 and 401(k) and Base Pay deferrals under this Plan). In no event shall Base Pay include any compensation, whether paid or deferred, pursuant to Incentive Plans. 2.6 Beneficiary means the person or persons designated by a Participant, or by another person entitled to receive benefits hereunder, to receive benefits following the death of such person. 2.7 Board shall mean the Board of Directors of Spectra Energy Corp. 2.8 Change in Control shall be deemed to have occurred upon:

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 18, 2017, is entered into among Lumos Networks Corp., a Delaware corporation (the Company), MTN Infrastructure TopCo, Inc., a Delaware corporation (Parent), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Subsidiary).

Definitions. As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933, as amended. 1934 Act means the Securities Exchange Act of 1934, as amended. 2017 Budget shall have the meaning set forth in Section 6.01. Acquisition Proposal means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to (i) any acquisition or purchase, direct or indirect, of more than 20% of the consolidated assets, revenues or income of the Company and its Subsidiaries, taken as a whole, or more than 20% of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, revenue or income, individually or in the aggregate, constitute more than 20% of the consolidated assets, revenues or income of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a Third Party beneficially owning more than 20% of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, revenue or income, individually or in the aggregate, constitute more than 20% of the consolidated assets, revenues or income of the Company or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, revenue or income, individually or in the aggregate, constitute more than 20% of the consolidated assets, revenue or income of the Company. Adverse Recommendation Change shall have the meaning set forth in Section 6.03(e). Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For the purposes of this definition, control means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms controlled and controlling shall have a correlative meaning. Agreement shall have the meaning set forth in the Preamble. Applicable Law means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its properties, rights or other assets, as amended unless expressly specified otherwise. Board means the Board of Directors of the Company. Burdensome Condition shall have the meaning set forth in Section 8.01(a). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close. Certificates shall have the meaning set forth in Section 2.03(a). CFIUS means the interagency Committee on Foreign Investment in the United States. CFIUS Approval means that any review or investigation by CFIUS of the Merger shall have been concluded, and either (a) Parent and the Company shall have received written notice from CFIUS that all action under the Exon-Florio Amendment is concluded with respect to the Merger, and there are no unresolved issues of national security, or (b) CFIUS shall have sent a report to the President of the United States requesting the Presidents decision and the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby, or the time permitted by law for such action shall have lapsed. Closing shall have the meaning set forth in Section 2.01(b). Closing Date shall have the meaning set forth in Section 2.01(b). Code means the Internal Revenue Code of 1986, as amended. Company shall have the meaning set forth in the Preamble. Company Balance Sheet means the consolidated balance sheet of the Company as of September 30, 2016 and the footnotes thereto set forth in the Companys quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016. Company Board Recommendation shall have the meaning set forth in Section 4.03. Company Contract means any agreement, contract, lease, instrument, indenture, purchase order, license, sublicense, commitment or undertaking of any nature which, in each case, is legally binding upon the Company or any of the Subsidiaries of the Company. Company Credit Agreement means the Credit Agreement, dated as of April 30, 2013, as amended, by and among Lumos Networks Operating Company, as Borrower, the subsidiary guarantors named therein, the lenders party thereto and CoBank, ACB, as administrative agent. Company Cure Period shall have the meaning set forth in Section 10.01(c)(ii). Company Disclosure Letter means the disclosure letter dated

DEFINITIONS from Director Compensation Plan

DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the 2011 Incentive Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:(a)"Annual Stock Retainer" means with respect to each Non-Employee Director for each Plan Year, the dollar value to be delivered in the form of annual Stock awards under the Plan, as established from time to time by the Committee and set forth in Schedule I hereto.(b)"Basic Cash Retainer" means the annual cash retainer (excluding any Supplemental Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company; as established from time to time by the Committee and set forth in Schedule I hereto. (c)"Board" means the Board of Directors of the Company.(d)"Chairperson" means the Chairperson of the Board.(e)"Committee" means the Governance and Nominating Committee of the Board.(f)"Company" means Global Payments Inc., a Georgia corporation, or any successor corporation.(g)"Effective Date" of the Plan means September 28, 2016, immediately following the conclusion of the Company's annual shareholder meeting. (h)"Eligible Participant" means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that any director who is a former employee shall not be an Eligible Participant for a period of one year following the date of termination of employment. (i)"Equity Award" means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the 2011 Incentive Plan for award to Non-Employee Directors. (j)"Grant Date" of an Equity Award has the meaning given such term in Sections 6.1 hereof.(k)"2011 Incentive Plan" means the Global Payments Inc. 2011 Incentive Plan, as may be amended from time to time, and any subsequent equity compensation plan approved by the shareholders and designated by the Board as the Incentive Plan for purposes of this Plan.(l)"Non-Employee Chairperson" means the Non-Employee Director, if any, who has been designated by the Board as the Chairperson under the Board's Corporate Governance Guidelines.(m)"Lead Director" means the Non-Employee Director, if any, who has been designated by the Board as the Lead Director under the Board's Corporate Governance Guidelines. The Lead Director shall have such duties as shall be assigned to him or her by the Board in such Corporate Governance Guidelines.(n)"Non-Employee Director" means a director of the Company who is not an employee of the Company or any of its Subsidiaries or Affiliates and who had not been appointed or elected to the Board solely by reason of his or her affiliation with a shareholder of the Company.(o)"Plan" means this Fourth Amended and Restated 2014 Non-Employee Director Compensation Plan, as amended from time to time.(p)"Plan Year(s)" means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned. (q)"Supplemental Cash Retainer" means the supplemental annual cash retainer (excluding Basic Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof for service as Lead Director, Non-Employee Chairperson or chair of a committee of the Board; as established from time to time by the Committee and set forth in Schedule I hereto. (r)"Stock" means the common stock, no par value per share, of the Company.

DEFINITIONS from Director Compensation Plan

DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the 2011 Incentive Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:(a)"Annual Stock Retainer" means with respect to each Non-Employee Director for each Plan Year, the dollar value to be delivered in the form of annual Stock awards under the Plan, as established from time to time by the Committee and set forth in Schedule I hereto.(b)"Basic Cash Retainer" means the annual cash retainer (excluding any Supplemental Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company; as established from time to time by the Committee and set forth in Schedule I hereto. (c)"Board" means the Board of Directors of the Company.(d)"Chairperson" means the Chairperson of the Board.(e)"Committee" means the Governance and Nominating Committee of the Board.(f)"Company" means Global Payments Inc., a Georgia corporation, or any successor corporation.(g)"Effective Date" of the Plan means September 28, 2016, immediately following the conclusion of the Company's annual shareholder meeting. (h)"Eligible Participant" means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that any director who is a former employee shall not be an Eligible Participant for a period of one year following the date of termination of employment. (i)"Equity Award" means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the 2011 Incentive Plan for award to Non-Employee Directors. (j)"Grant Date" of an Equity Award has the meaning given such term in Sections 6.1 hereof.(k)"2011 Incentive Plan" means the Global Payments Inc. 2011 Incentive Plan, as may be amended from time to time, and any subsequent equity compensation plan approved by the shareholders and designated by the Board as the Incentive Plan for purposes of this Plan.(l)"Non-Employee Chairperson" means the Non-Employee Director, if any, who has been designated by the Board as the Chairperson under the Board's Corporate Governance Guidelines.(m)"Lead Director" means the Non-Employee Director, if any, who has been designated by the Board as the Lead Director under the Board's Corporate Governance Guidelines. The Lead Director shall have such duties as shall be assigned to him or her by the Board in such Corporate Governance Guidelines.(n)"Non-Employee Director" means a director of the Company who is not an employee of the Company or any of its Subsidiaries or Affiliates and who had not been appointed or elected to the Board solely by reason of his or her affiliation with a shareholder of the Company.(o)"Plan" means this Third Amended and Restated 2014 Non-Employee Director Compensation Plan, as amended from time to time.(p)"Plan Year(s)" means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned. (q)"Supplemental Cash Retainer" means the supplemental annual cash retainer (excluding Basic Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof for service as Lead Director, Non-Employee Chairperson or chair of a committee of the Board; as established from time to time by the Committee and set forth in Schedule I hereto. (r)"Stock" means the common stock, no par value per share, of the Company.

DEFINITIONS from Amended and Restated

The 2011 Ashland Inc. Incentive Plan was approved by the Board of Directors on November 18, 2010, and the shareholders on January 27, 2011. The Amendment to the 2011 Ashland Inc. Incentive Plan, which increased the aggregate number of shares of common stock authorized for issuance under the Plan by 2 million shares and made certain other amendments included therein, was approved by the Board of Directors on November 15, 2012 and by the shareholders on January 31, 2013.

DEFINITIONS. Agreement shall mean either: (i) an agreement, either in written or electronic format, entered into by the Company and a Recipient setting forth the terms and provisions applicable to an Award granted under the Plan; or (ii) a statement, either in written or electronic format, issued by the Company to a Recipient describing the terms and provisions of such Award, which need not be signed by the Recipient. Award shall mean an Option Award, a Stock Appreciation Right Award, a Restricted Stock Award, a Restricted Stock Unit Award, an Incentive Award, a Performance Unit Award or a Merit Award, in each case granted under this Plan. Beneficial Ownership and Beneficially Owned shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. Beneficiary shall mean the Person or Persons designated by a Recipient or if no designation has been made, the Person or Persons entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Recipients death. Board shall mean the Board of Directors of the Company or its designee. Change in Control shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company (a Business Combination), other than a consolidation or merger of the Company into or with a direct or indirect wholly-owned subsidiary, in which the shareholders of the Company own, directly or indirectly, less than 50% of the then outstanding shares of common stock of the Business Combination that are entitled to vote generally for the election of directors of the Business Combination or pursuant to which shares of the Companys Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Companys Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, provided, however, that no sale, lease, exchange or other transfer of all or substantially all the assets of the Company shall be deemed to occur unless assets constituting 80% of the total assets of the Company are transferred pursuant to such sale, lease, exchange or other transfer, or (ii) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any Person shall become the Beneficial Owner of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately-negotiated purchases or otherwise, without the approval of the Board or (iv) at any time during a period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Companys shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Committees shall refer to the P&C Committee as it relates to Awards to Participants and to the G&N Committee as it relates to Awards to Outside Directors. Common Stock shall mean the Common Stock of the Company ($.01 par value), subject to adjustment pursuant to Section 14 hereof. Company shall mean Ashland Inc. or any successor thereto. Disability shall mean, (i) in the case of a Participant, when he or she becomes unable to perform the functions required by his or her regular job due to physical or mental illness and, in connection with the grant of an Incentive Stock Option, he or she falls within the meaning of that term as provided in Section 22(e)(3) of the Code; and (ii) in the case of an Outside Director, when he or she is unable to attend to his or her duties and responsibilities as a member of the Board because of incapacity due to physical or mental illness. Dividend Equivalents

DEFINITIONS from Amended and Restated

The 2011 Ashland Inc. Incentive Plan was approved by the Board of Directors on November 18, 2010, and the shareholders on January 27, 2011. The Amendment to the 2011 Ashland Inc. Incentive Plan, which increased the aggregate number of shares of common stock authorized for issuance under the Plan by 2 million shares and made certain other amendments included therein, was approved by the Board of Directors on November 15, 2012 and by the shareholders on January 31, 2013.

DEFINITIONS. Agreement shall mean either: (i) an agreement, either in written or electronic format, entered into by the Company and a Recipient setting forth the terms and provisions applicable to an Award granted under the Plan; or (ii) a statement, either in written or electronic format, issued by the Company to a Recipient describing the terms and provisions of such Award, which need not be signed by the Recipient. Award shall mean an Option Award, a Stock Appreciation Right Award, a Restricted Stock Award, a Restricted Stock Unit Award, an Incentive Award, a Performance Unit Award or a Merit Award, in each case granted under this Plan. Beneficial Ownership and Beneficially Owned shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. Beneficiary shall mean the Person or Persons designated by a Recipient or if no designation has been made, the Person or Persons entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Recipients death. Board shall mean the Board of Directors of the Company or its designee. Change in Control shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company (a Business Combination), other than a consolidation or merger of the Company into or with a direct or indirect wholly-owned subsidiary, in which the shareholders of the Company own, directly or indirectly, less than 50% of the then outstanding shares of common stock of the Business Combination that are entitled to vote generally for the election of directors of the Business Combination or pursuant to which shares of the Companys Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Companys Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, provided, however, that no sale, lease, exchange or other transfer of all or substantially all the assets of the Company shall be deemed to occur unless assets constituting 80% of the total assets of the Company are transferred pursuant to such sale, lease, exchange or other transfer, or (ii) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any Person shall become the Beneficial Owner of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately-negotiated purchases or otherwise, without the approval of the Board or (iv) at any time during a period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Companys shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Committees shall refer to the P&C Committee as it relates to Awards to Participants and to the G&N Committee as it relates to Awards to Outside Directors. Common Stock shall mean the Common Stock of the Company ($.01 par value), subject to adjustment pursuant to Section 14 hereof. Company shall mean Ashland Inc. or any successor thereto. Disability shall mean, (i) in the case of a Participant, when he or she becomes unable to perform the functions required by his or her regular job due to physical or mental illness and, in connection with the grant of an Incentive Stock Option, he or she falls within the meaning of that term as provided in Section 22(e)(3) of the Code; and (ii) in the case of an Outside Director, when he or she is unable to attend to his or her duties and responsibilities as a member of the Board because of incapacity due to physical or mental illness. Dividend Equivalents