Deferral of Fees. Each Director may elect on an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to the date of his deferral election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of [Article V] (Payments). Elections shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate election with respect to the time and form of payment applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years.

Deferral of Fees.Director Shares. Each Director may elect on an Election Form thatto receive all or a portion of any Fees earnedDirector Shares to be granted for services performed as a member of the Board subsequent to the date of his deferral election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary)on a deferred basis in accordance with the provisions of [Article V]Article V (Payments). Elections shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, rounding the resulting number of Director Shares subject to the deferral election up to the nearest whole number, and shall include a separate election with respect to the time and form of paymentdistribution applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)b)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years.

Deferral of Fees. EachAn Eligible Director may elect onto defer payment of Eligible Fees under [Section V.4 or V.5]5] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to the date of his deferralirrevocable election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Electionsadministrator on a form provided for that purpose. The Annual Deferral Election shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate electioneffective with respect to the time andEligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form of payment applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years. attached hereto as Exhibit D.

Deferral of Fees. EachAn Eligible Director may elect onto defer payment of Eligible Fees under [Section V.3 or V.4]4] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to the date of his deferralirrevocable election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Electionsadministrator on a form provided for that purpose. The Annual Deferral Election shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate electioneffective with respect to the time andEligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form of payment applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years. attached hereto as [Exhibit D].

An Eligible Director may elect onto defer payment of Eligible Fees under [Section V.4 or V.5]5] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to the date of his deferralirrevocable election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of [Article V] (Payments). Electionsadministrator on a form provided for that purpose. The Annual Deferral Election shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate electioneffective with respect to the time andEligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form of payment applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years.attached hereto as [Exhibit D].

Deferral of Fees. Each Director may elect on an Election Form that all or a portion of any Fees earned for services performed as a member ofWhether the Board subsequent to the date of hispercentage deferral election shall not be effective only with respect to Director’s Fees paid for the Year in accordance withwhich the normal quarterly payment schedule, but shall instead be distributed to him (orDirector’s participation in the event of his death,Plan is to his Beneficiary) in accordancecommence as determined pursuant to [Section 4] above or shall apply with the provisions of Article V (Payments). Elections shall be made in one percent (1%) increments,respect to Director’s Fees paid for that Year and all subsequent Years until revoked or such other increments as may be specifiedmodified by the Company,Director, it being intended that a Director shall have only one (1) election in effect with respect to the Year during which payment is to commence and shall includethe form of the payment for all amounts deferred under the Plan. Notwithstanding the preceding intention that a separateDirector have only one (1) election in effect with respect to the time and form of payment applicable to Deferral Periods ending pursuant to an election madepayment, # any elections in effect as of ​, shall remain in effect unless changed in accordance with this [Section 3.1(a)the terms of [Sections 5(f) or (g)])] of the Plan and # a Director whose existing election provides for benefits to commence in the next Year or who has already begun receiving payments, may elect a new time and form of payment for amounts to be deferred in subsequent Years. Changes to the Year of commencement and form of payment may be made only in accordance with the rules of [Sections 5(f) or (g)])], below. The Director shall notify the Secretary of the Company in writing of any such revocation or modification of a deferral election or permitted new election with respect to the time or form of payment, which may not exceed eight (8) years,elections shall apply solely to amounts deferred with respect to Years following the Year in which the revocation, modification or new payment election is made; and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years.

In order to participate in the Plan with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretary of Fees. Eachthe Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director may elect on an Election Form that allelection to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a portion of anynewly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed asover a memberperiod of time which includes the Board subsequent toperiod both before and the period after the date of his deferralthe election, the election shall not bewill apply to an amount equal to the total amount of the Director’s Fee paid in accordance withfor such performance period multiplied by the normal quarterly payment schedule, but shall instead be distributed to him (orratio of the number of days remaining in the eventperformance period after the election over the total number of his death, to his Beneficiary)days in accordance with the provisions of [Article V] (Payments). Elections shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate election with respect to the time and form of payment applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to [Section 5.2] (Termination of Service) due to a Participant’s Separation from Service for any reason, which may not exceed three (3) years.performance period.