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 Elections. On or before December 31 of any calendar year, an Officer may elect to defer receipt of Base Salary otherwise payable to the Officer for services rendered in a subsequent calendar year. On or before the 30th day after the date such Long-Term Incentive Award is granted and subject to the requirements of Code Section 409A, an Officer may elect to defer the amount payable in respect of any Parent-Based Award or Time-Vesting Award but solely to the extent that such Award would not vest earlier than 12 months following such election. To the extent that any Time-Vesting Award or Parent-Based Award vests within 12 months of any deferral election, such election shall be void. On or before June 30 of any calendar year and subject to the requirements of Code Section 409A, an Officer who has been continuously employed by the Participating Companies from the later of # January 1 of the calendar year in which the Officer’s services in respect of such award commence and # the date on which the performance criteria with respect to the subject Cash Bonus or Performance-Vesting Award were established may elect to defer receipt of Cash Bonuses and Performance-Vesting Awards otherwise payable to the Officer with respect to a performance period ending on December 31 of the year in which the deferral election is made. Furthermore, when an Officer who is not (and has not during the immediately preceding 24 months been) eligible to participate in any other plan, program or arrangement of the Company which must be aggregated with the Plan for purposes of Code Section 409A first becomes eligible to participate in the Plan, the Officer may elect, within the 30 day period immediately following such eligibility date, to defer receipt of Base Salary otherwise payable to the Officer in the calendar year in which such eligibility date occurs with respect to services performed after the date of the Deferral Election. A Deferral Election shall be made by written or electronic notice on a form or in a manner prescribed by or acceptable to the Company and shall be effective only when properly filed with the Company. The Company may from time to time establish minimum and maximum amounts (which may be stated as percentages of Compensation) that an Officer may defer. Any Deferral Election shall be subject to such conditions as the Company shall determine.

Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.

Deferral Elections. An Employee who satisfies the eligibility requirements of Section 2 may, at the time and in the manner provided hereunder, elect to defer the receipt of his or her Eligible Compensation.

Deferral Credits. Deferral Credits (and related Earnings Credits) of each Participant shall be fully (100%) vested and nonforfeitable at all times, except as otherwise provided.

The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows:

Note: Chair and committee member retainers are in addition to retainers for members of the Board of Directors.

No additional compensation for attending individual committee meetings. All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee directors, pro-rated based on the number of actual days served by the director during such calendar quarter. Chair and committee member retainers are in addition to retainers for members of the Board.

Additional Retainers for Committee Membership:

Participants eligible to defer incentive awards through the Deferred Compensation Program (DCP) may elect to do so during the annual DCP enrollment.