“Annual Director’s Fee” shall mean # the annual retainer fee payable to a Director, which fee may be modified from time to time, and which shall include all Director compensation, including attendance at Board and committee meetings (the “Annual Retainer”) and # any amounts paid in connection with service as a chairperson of any committee (the “Chairperson Retainer”). The Specified Percentage of the Annual Retainer shall be provided in the form of Deferred Stock Units as provided in Section 4(a) of the Plan, with the remainder of the Annual Retainer to be provided in cash, which may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan. Any Chairperson Retainer shall be provided in cash and may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan.

“Annual Director’s Fee” shall mean #Retainer” means the annual retainer fee payablepaid to a Director, which fee may be modified from time to time, and which shall include all Director compensation, including attendance at Board and committee meetings (the “Annual Retainer”) and # any amounts paid in connection withEligible Directors for service as a chairpersonmember of anythe Board and the annual fee paid to Eligible Directors who serve as chair of a Board committee (the “Chairperson Retainer”). The Specified Percentagefor service as chair for the ensuing year. As of the effective date of this amended Plan, the Annual Retainer shall be providedis paid in the form of Deferred Stock Units as providedadvance, in Section 4(a)respect of the Plan, withtwelve-month period beginning in May and ending the remainderfollowing April and has typically been paid in April or May for such period. Annual Retainer shall not include fees paid for attending particular meetings of the Board or committees of the Board. The Annual Retainer (including any chairman retainer) is fully earned when paid and is not subject to remittance or recovery in whole or in part should the director receiving the Annual Retainer fail, for any reason, to be provided in cash,serve for the entire period for which may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan. Any Chairperson Retainer shall be provided in cash and may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan. retainer is paid.