Deferral Elections. A Member’s elections under Section 4.01 shall be made in accordance with the following provisions:

Deferral Elections. A Director may elect to defer compensation under the Plan by submitting a “Participation Agreement” to the Company on a form specified by the Company no later than the applicable deferral deadline. Any Director who has submitted a Participation Agreement or who has vested deferred stock units (“DSUs”) granted under the 1993 Stock Incentive Plan (or any successor plan thereto) that have been credited under the Plan is hereafter referred to as a “Participant.” A Participation Agreement submitted by a Participant shall automatically continue from year to year and shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed, but the Participant may modify or terminate a Participation Agreement for compensation to be earned in any future year by submitting a revised Participation Agreement or otherwise giving written notice to the Company at any time on or prior to the deferral deadline for that compensation.

Deferral Elections. A Member’s elections under Section 4.01 shall be made in accordance with the following provisions:

For each Plan Year, an eligible Employee may elect to defer any whole percentage up to 50% of their Compensation, and their Account will be credited with the amount deferred under [Section 4.4]. An Employee is only eligible to defer Compensation for a Plan Year if they are an Employee on the October 31 next preceding the Plan Year.

Deferral Elections. Each Participant may elect to receive settlement of his or her DSUs: # on his or her Service End Date; # on any one of the first five anniversaries of his or her Service End Date; # on January 15 of the first, second, third, fourth, or fifth year following the year in which the compensation was earned, or # on the earlier to occur of (a) and (c) (the earliest selected date for such DSUs, the “Trigger Date”). The Participant may elect to receive settlement and payout of such DSUs either # all at once on the Trigger Date or # in substantially equal annual installments over a period of no less than two and no more than five years beginning on the Trigger Date and continuing on the applicable number of anniversary dates of such Trigger Date.

Deferral Elections. Each eligible Director who wishes to defer Fees and/or Director Stock Awards under this Plan must make a written Deferral Election (except as provided in the last paragraph of this [Section 6.2(a)]) prior to the start of the calendar year for which the Fees or Director Stock Awards, as applicable, would otherwise be earned, which Deferral Election shall be irrevocable as of the December 31 immediately preceding the calendar year in which the Fees or Director Stock Awards, as applicable, are earned. Notwithstanding the foregoing, with respect to any Deferral Election made by a newly elected or appointed Director or Director who was not previously eligible to participate in the Plan and who does not participate in and has not for 24 months participated in any other nonqualified deferred compensation account balance plan that must be aggregated with the Plan pursuant to Code [Section 409A] (such director, a “Newly Eligible Participant”), the Deferral Election:

Deferral Elections. To defer compensation under this Plan, an Eligible Individual must make an irrevocable election under this Section 4.1 on a Deferral Election form to defer a portion, not to exceed 75%, of his or her Base Compensation. All elections made under this Section 4.1 must be made by submitting a Deferral Election to the Plan Administrator or to such other individual or entity designated by the Plan Administrator. Except as set forth below, the election due date for such deferrals of Base Compensation is December 31. The last Deferral Election received on or before the election due date will become irrevocable as of the election due date.

Deferral Elections. For any Plan Year, a Participant may elect, pursuant to [Section 2.2] hereof, to defer a portion of the Annual Compensation otherwise payable to him. The amount a Participant may elect to defer under this Plan for any Plan Year may in no event exceed sixty percent (60%) of such Participant's Annual Compensation earned during such Plan Year, provided, however, that notwithstanding the foregoing, such Participant may elect to defer up to one hundred percent (100%) of that portion of such Participant's Annual Compensation that constitutes a bonus or other type of incentive compensation (including, but not limited to, Performance-Based Compensation) earned during such Plan Year, even though such amounts may be payable during a subsequent Plan Year. Any amounts withheld pursuant to this [Section 3.1] from the Annual Compensation otherwise payable to a Participant shall be credited to his Account as of the date on which such amounts would otherwise have been paid.

Deferral Elections. A Non-Employee Director may elect to receive deferred stock units (“Deferred Stock”) in lieu of # some or all of the fully vested stock awards constituting his or her Annual Retainer, # all of the cash constituting his or her Other Fees and # some or all of the Restricted Stock Units constituting his or her Annual Equity Award. Any such Deferred Stock that relates to an Annual Equity Award shall be subject to the same vesting provisions as described in Section 4 above and will be immediately forfeited to the extent the Deferred Stock does not vest in accordance with such provisions. If the Non-Employee Director elects to receive Deferred Stock, the units will be credited to a bookkeeping account under the Company’s Non-Employee Director Deferred Compensation Plan, where each unit will be equivalent in value to one share of Common Stock, and the units will be distributed in actual shares of Common Stock, or at the Company’s election, cash, at the earlier of the Non-Employee Director’s Separation from Service on the Board or a Change in Control, as described more fully in and in each case subject to the terms and conditions of the Company’s Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”). All deferral elections must be made in accordance with and are subject to the terms and conditions of the Director Deferred Compensation Plan. As used in this paragraph and in paragraph 5(i), the terms “Separation from Service” and “Change in Control” shall have meanings assigned to them in the Director Deferred Compensation Plan.

Deferral Elections. An Eligible Employee shall have the opportunity to make a Deferral Election for each Plan Year during the Election Period for such year, in accordance with Section 4.1 and this ARTICLE 5 and any procedures established by the Plan Administrator. A Deferral Election shall be effective only for the Plan Year for which it is made and shall not apply to any future Plan Year. An Eligible Employee must file a separate Deferral Election for each Plan Year in order to defer Eligible Compensation for such Plan Year.