Elective Deferrals. A participant may elect, by filing the appropriate form pursuant to [Section 8], to defer receipt for any calendar year of either # all of the compensation payable to the participant for serving on the Board of Directors and any committee thereof, # only the retainer fee payable to the participant for service on the Board of Directors, or # any percentage, equal to or exceeding twenty-five percent of the compensation payable to the participant specified in [clause (1) hereof].

Discretionary Deferrals. The Board of Directors may, in its sole discretion, provide additional compensation to eligible directors in the form of Share Units, with such Share Units being deferred and credited to the participant’s deferred compensation account pursuant to [Section 3].

Awards Deferrals. Other provisions of the Plan notwithstanding, to the extent that the terms of any Award held by a Participant who is subject to United States federal income tax requires or permits installment or deferred payment of such Award resulting in a "deferral of compensation" within the meaning of Code Section 409A and regulations thereunder (a "[Section 409A] Award"), such [Section 409A] Award shall be subject to the following additional terms and conditions:

Required Deferrals. In the event that the Committee determines that the payment of an Award shall be automatically deferred, without providing the Participant with the opportunity to elect the time and form of such payment, the Committee must set forth the time and form of payment of the Award in the Award Agreement or a related document no later than the later of # the date of grant or # the date by which the Participant would have been required to submit his or her deferral election under [Section 6(a)(i)(A)] above had the Committee permitted such Participant to make such election.

Maximum Deferrals. A Monthly Deferral Participant may elect a Deferral Amount of up to 100% of the Participant’s Monthly Compensation for a Plan Year. One hundred percent (100%) of any annual allocation of Shares earned pursuant to [Section 5(c)] will be automatically credited to a Deferred Stock Participant’s Deferred Stock Account.

Bonus Deferrals. A Participant’s election to defer his or her Bonus is subject to the following requirements:

Mandatory Deferrals. The Board of Directors shall determine the number of Share Units payable, as of February 1 of each year, to the participant in payment for membership and service on the Board of Directors. A new member of the Board of Directors who is eligible to participate in the Plan shall receive, on the date the Director joins the Board, a pro rata number of Share Units based on the number of Share Units payable to participants as of the prior February 1. For this purpose, the pro rata portion shall be determined in accordance with the procedures set forth by the Corporate Secretary’s Office of the Company. Such Share Units shall be deferred and credited to such participant’s deferred compensation account pursuant to [Section 3]. In addition, twenty-five (25) percent of the retainer fee payable to the participant for membership on the Board of Directors shall be deferred and credited to such participant’s deferred compensation account as Share Units until the end of the earliest calendar year at which the participant has met a guideline level of Share Unit or Company common stock ownership as determined by the Board of Directors and then in effect.

Elective Deferrals. On or before the time necessary to administer deferral elections that are effective as of the first day of the next Plan Year, the Committee shall, in its sole discretion, determine which Participants are eligible to make Elective Deferrals for that Plan Year. For Participants compensated primarily on a commission basis, eligibility to make such Deferrals may be based on whether a Participant has achieved a threshold of Gross Production for the fiscal year ending on the November 30th immediately preceding the Plan Year for which the eligibility determination is being made. The threshold of Gross Production for purposes of this Section shall be established by the Committee in its sole discretion.

An Actual Contribution Percentage shall be determined for each Highly Compensated Employee who is eligible to receive an allocation of Company Contributions under [Section 5.2] (assuming, for this purpose, that Salary Deferrals have been allocated to such individual’s Accounts), which Actual Contribution Percentage shall be the ratio, computed to the nearest one-hundredth of one percent, of the Highly Compensated Employee’s Aggregate 401(m) Contributions for the Plan Year to the Highly Compensated Employee’s [Section 414(s)] Compensation for the Plan Year;

Except as otherwise provided in [[Section 5.4(b)(3) and (4)])]])] below, the employer contributions and forfeitures allocated on behalf of any participant who is not a key employee shall not be less than the lesser of 3% of such participant's compensation or in the case where the employer has no defined benefit plan that designates this plan to satisfy Code section 401, the largest percentage of employer contributions and forfeitures, as a percentage of key employee's compensation that may be taken into account under [Section 1.2(c)], allocated on behalf of any key employee for that year. For this purpose, amounts contributed to the key employee's elective deferral account(s) shall be included as allocations on his behalf for that year. However, amounts contributed to a non-key employee's elective deferral account(s) shall not be taken into account in determining whether he has received his minimum allocation. The minimum allocation is determined without regard to any Social Security contribution. This minimum allocation shall be made even though, under other plan provisions, the participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the year because of # the participant's failure to complete 1,000 hours of service (or any equivalent provided in the plan), or # the participant's failure to make mandatory employee contributions to the plan, or # the participant's failure to make elective contributions to the plan, or # compensation less than a stated amount.