Evergreen Election. A Director’s deferral election for a Plan Year beginning on or after January 1, 2005 shall apply to all subsequent Plan Years during which the Director is eligible to participate in the Plan unless and to the extent such election is revoked and/or a new and different election is made by the Director, no later than the deadline applicable under paragraph # above to such subsequent Plan Year.

Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

Initial Election. A Director’s Cash Account shall be paid in a lump-sum within 60 days after his/her Separation from Service; provided that the Director may elect (using a form approved by the Company) at the time of his/her initial Deferral Election to have his/her Cash Account paid in monthly installments over two to 20 years.

Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof) pursuant to [Section 2.2(b)], Agent shall elect, in its discretion, # to have the terms of [Section 2.2(g)] apply to such requested Borrowing, or # to request Wells Fargo to make a Non-Ratable Loan pursuant to the terms of [Section 2.2(h)] in the amount of the requested Borrowing; provided, however, that if Wells Fargo declines in its discretion to make a Non-Ratable Loan pursuant to [Section 2.2(h)], Agent shall elect to have the terms of [Section 2.2(g)] apply to such requested Borrowing.

Except as set forth in Section 5.4(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service the values and quantities held in the Director’s Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7 in a single lump sum or in a series of annual installments not to exceed ten (10) years. The time for the commencement of distributions shall be elected by the Director and shall not be later than the first of the month coinciding with or next following the second anniversary of the Director’s Separation from Service. Notwithstanding the foregoing, a Director may elect to modify his or her distribution election to delay distribution under this Section 5.4 provided that such modification is subject to the requirements of the Modification Delay.

ELECTION PROCEDURE. An Eligible Director wishing to participate in this Plan must file a written notice on the Notice of Election form electing to defer payment for a Plan Year of all or a portion of his or her Fees as a Director (“Election”). Any such Election must be filed prior to the first day of the Plan Year in which the Director’s annual service period begins and shall be effective only with respect to Fees earned after the end of the Plan Year in which the Election is filed. If, however, the Election is with respect to the first year a Director is eligible to participate in this Plan, the Committee may permit a Director to make the Election within thirty (30) days after the date on which the Director is first eligible; provided, however, any such Election will only apply with respect to Fees earned after the effective date of the Election. Any such Election will continue in effect until the Director modifies or terminates such Election effective as of the beginning of a subsequent Plan Year. An effective Election may be terminated or modified for any subsequent Plan Year by filing either a new Notice of Election form to effect modifications, or a Notice of Termination form to effect terminations, on or before the December 31st immediately preceding the Plan Year for which such modification or termination is to become effective. An Election shall not be effective until receipt of the fully and properly completed Notice of Election form by the Secretary of the Company. A fully and properly completed Notice of Election form must indicate: # the percentage of Fees to be deferred; # manner of payment upon distribution; # payment commencement date; and # deemed investment election. Once effective for a Plan Year, an Election is irrevocable and may not be changed for that Plan Year. No subsequent election may change the manner of payment, the payment commencement date or the deemed investment of the Fees previously deferred. An Election shall apply to Fees payable with respect to each subsequent Plan Year, unless terminated or modified as described herein. A person for whom an effective Election is terminated may thereafter file a new Notice of Election form, in the manner described above, for future Plan Years for which he or she is eligible to participate in this Plan.

Dividend Election. Each Participant (or, where applicable, a Participant’s beneficiary or an alternate payee) will have the right to elect to receive a cash payment of the dividends, if any, paid on all shares (vested or unvested) of Common Stock in the Participant’s ESOP Account or to reinvest such vested dividends in Common Stock in the Participant’s ESOP Account. Participants shall be fully vested in all dividends, if any, paid on the shares of Common Stock held in the Participant’s

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Deferral Election. Each Participant may make an irrevocable election to defer distribution of Restricted Stock Unit Shares payable in respect of an Award until the Participant’s Separation from Service, in accordance with this Agreement and procedures established by the Corporate Secretary. To make a deferral election, a Participant must file an irrevocable deferral form with the Corporation before the beginning of the year in which such Award would be granted. Notwithstanding the foregoing, if, in accordance with [Section 3] of the Plan, an individual is to be elected by the Board to be a non-employee director of the Corporation after the Committee has made an Award to non-employee directors for that calendar year, then that individual must make the deferral election prior to that individual’s election as a director in order to defer distribution of the initial grant of Restricted Stock Unit Shares. The deferral election must specify whether the Participant is to receive the Restricted Stock Unit Shares upon the Participant’s Separation From Service in either a single distribution or in ten annual installments.

Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of [Exhibit B] (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan, # at least three (3) Business Days before each Eurocurrency Rate Loan denominated in Dollars and # at least four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before each Eurocurrency Rate Loan denominated in an Alternative Currency, of its intention to borrow, specifying # the date of such borrowing, which shall be a Business Day, # the amount of such borrowing, which shall be, # with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount