For Eligible Directors who make an Annual Deferred Cash Election, the Company will establish a bookkeeping account for cash deferred for that Plan Year (an “Annual Deferred Cash Account”) and will credit to the Annual Deferred Cash Account the amount of the Eligible Fees earned and deferred by him/her as of the date such fees would normally be payable by the Company (the “Credit Date”). Amounts credited to an Eligible Director’s Annual Deferred Cash Account will be adjusted for gains and/or losses to the same extent that equal amounts would have been adjusted if they had been invested in one or more notional investments designated by the Company. The use of notional investments herein is solely as a device for computing the amount of benefits to be paid under the Plan, and the Company shall not be required to purchase such investments.

No contribution shall be made under this plan pursuant to a cash or deferred election. All elective deferrals shall be made under a salary deferral election.

Eligible Directors may elect to exchange part or all of their Eligible Fees for a Plan Year for the Company’s commitment to issue to such Eligible Directors a fixed number of shares of common stock of the Company at a future date. The Company’s commitment to issue shares shall be referred to as “Phantom Shares” held in an “Annual Deferred Stock Account”.

Deferred Cash Account. “Deferred Cash Account” means the bookkeeping subaccount established and maintained under this Plan and which is valued in accordance with [Section 5(a)], and which is maintained solely to calculate amounts payable to each Participant under this Plan and shall not constitute a separate fund of assets.

Deferred Cash Account. Each Participant’s Deferred Cash Account shall accrue interest computed using the Fidelity Investments Money Market Government Portfolio - Institutional Class. The interest shall be computed on the actual balance in each Participant’s Deferred Cash Account during the previous calendar quarter.

In cash on a deferred basis (a “Deferred Cash Election”); or

Initial Election For Deferred Amounts. At the time any election to defer Performance Compensation or Salary is made a Participant can elect to have the Deferred Performance Amount or the Deferred Salary Amount, as the case may be, accrue Equivalents related to one or more of the Reference Investment Funds in five percent (5%) increments; provided, that the Participant must complete his or her investment election no later than the deadline established by the Committee.

“Cash Deferred Account” means an Account established for each Participant by the Company with respect to the bookkeeping of such Participant’s Deferral Election attributable to Director Fees deferred as cash by the Participant.

A Subsequent Deferral Election may only apply to Deferred Compensation that, if not originally deferred pursuant to [Article IV], would have been payable to the Participant in cash.

The election of a lump sum payment or a number of annual installments (not to exceed ten) for distribution of each year's deferred cash or equity compensation.