Nominating and Corporate Governance Committee Chair: $10,000

Annual Committee Member Service Retainer (not applicable to Committee Chairs):

For service as Chair of the nominating and corporate governance committee: an annual cash retainer of $10,000 (in addition to any annual cash retainers otherwise paid).

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $75,000 for service on the Board. Each Non-Employee Director shall also receive $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Chairman of the Nominating and Corporate Governance Committee: additional $7,500 annually paid in cash.

appoint Plants as Chairman of the Strategic Transactions Committee and a member of the Nominating and Corporate Governance Committee of the Board.

“Committee” means the Nominating and Corporate Governance Committee of the Board or any other committee of Directors appointed by the Board to administer the Plan.

The Committee. The Plan shall be administered by the Corporate Governance and Nominating Committee of the Board (the “Committee”), subject to the restrictions set forth

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

The Company pays additional retainers of $200,000 to the Chair of the Board, $22,000 to the Chair of the Audit Committee, and $20,000 to the Chair of the Organization and Compensation Committee. The additional retainer for the Chair of the Corporate Governance and Nominating Committee is $15,000; however, this retainer is not presently paid so long as our current Chair of the Board continues to serve in both capacities. No meeting attendance fees are paid, with the exception that the Board may in its discretion approve the payment of meeting fees to directors in the following circumstances: (i) if a director is serving on three or more standing committees, he or she may receive meeting fees for attendance at meetings held by one of the three committees on which the director serves; and (ii) if a director is serving as a member of a special committee constituted by the Board, he or she may receive meeting fees for attendance at meetings held by such special committee.