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 Director Shares. Each Director may elect on an Election Form to receive all or a portion of any Director Shares to be granted for services performed as a member of the Board subsequent to the date of his deferral election on a deferred basis 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, 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 distribution applicable to Deferral Periods ending pursuant to an election made in accordance with this [Section 3.1(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.

An Eligible Director may elect to 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 irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible 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 attached hereto as Exhibit D.

An Eligible Director may elect to defer payment of Eligible Fees under Section V.3 or V.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 irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible 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 attached hereto as Exhibit D.

An Eligible Director may elect to defer payment of Eligible Fees under Section V.4 or V.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 irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible 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 attached hereto as [Exhibit D].

Whether the percentage deferral election shall be effective only with respect to Director’s Fees paid for the Year in which the Director’s participation in the Plan is to commence as determined pursuant to Section 4 above or shall apply with respect to Director’s Fees paid for that Year and all subsequent Years until revoked or modified by the 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 the form of the payment for all amounts deferred under the Plan. Notwithstanding the preceding intention that a Director have only one (1) election in effect with respect to the time and form of payment, # any elections in effect as of January 1, 2008, shall remain in effect unless changed in accordance with 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 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

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 the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election 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 newly 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 over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.