Each member of the Audit Committee will be paid an annual cash retainer fee of $12,000. The Chair of the Audit Committee will receive a supplemental annual retainer fee of $20,000. Each member of the Executive Compensation and Personnel Policies Committee will be paid an annual cash retainer fee of $7,500 and the Chair of the Executive Compensation and Personnel Policies Committee will receive a supplemental annual retainer fee of $15,000. Members of the Nominating and Corporate Governance Committee will each receive an annual retainer fee of $5,000 and the Chair of the Nominating and Corporate Governance Committee will receive a supplemental annual retainer fee of $12,500.

•The Chairs of the Audit, Compensation and Nominating and Governance Committees each receive an annual retainer of $20,000, payable in equal installments quarterly in advance, and the members of those Committees each receive a per meeting attendance fee of $2,000; the Chairs and members of any ad hoc committees of the Board that may exist from time to time shall be paid as determined by the Board.

• The Chairs of the Audit, Compensation and Nominating and Governance Committees each receive an annual retainer of $20,000, payable in equal installments quarterly in advance, and the members of those Committees each receive a per meeting attendance fee of $2,000; members of any ad hoc committees of the Board that may exist from time to time shall be paid as determined by the Board.

• The Chairs of the Audit, Compensation and Nominating and Governance Committees each receive an annual retainer of $20,000, payable in equal installments quarterly in advance, and the members of those Committees each receive a per meeting attendance fee of $2,000; the Chairs and members of any ad hoc committees of the Board that may exist from time to time shall be paid as determined by the Board.

In addition to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000 payable on a monthly basis. The chairperson of the Audit Committee and Compensation Committee will each receive an additional annual cash retainer in the amount of $15,000. The chairperson of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer.

The annual retainer for the following Committee Chairs were increased to $35,000 for the Chair of the Audit Committee, $30,000 for the chair of the Compensation and Leadership Talent Committee and $25,000 for the chair of the Corporate Governance and Social Responsibility Committee; and