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:

Chair and committee member retainers are in addition to retainers for members of the Board of Directors. No additional compensation will be paid for attending individual committee meetings of the Board of Directors.

Deferral of Distributions. A Participant may elect to defer payment of his Normal Retirement Benefit payable pursuant to [Section 5.1], his Early Retirement Benefit payable pursuant to [Section 5.2] or a Termination of Employment distribution pursuant to [Section 5.3] for a period of five (5) years from the date such payment would otherwise be made by making a deferral election at least twelve (12) months before the date payment would otherwise be made. In the event that the Participant becomes entitled to a distribution pursuant to [Section 5.1], [Section 5.2] or [Section 5.3] during this twelve (12) month period, the deferral election will be of no effect and payment of the Participant's benefits will commence at the time specified in [Section 5.1], [Section 5.2] or [Section 5.3], as applicable. A Participant who becomes entitled to distribution of a Disability benefit pursuant to [Section 5.6] may not elect to defer payment of such distribution pursuant to this [Section 5.7] and any deferral election made by such Participant will be null and of no effect.

Salary Deferral Elections. Salary Deferrals shall be credited to an Eligible Employee’s Post-2004 Account in accordance with such Eligible Employee’s election and subject to the following rules:

Annual Deferral Amount. For each Plan Year, a Participant may elect, subject to withholding described in [Section 5.2(a)], to defer Salary and Bonus according to the following schedule:

Irrevocable Deferral Elections. Once a Plan Year has commenced, a Participant may not elect to change his or her deferral election that is in effect for that Plan Year, except if and to the extent permitted by the Committee and made in accordance with the provisions of [Section 3.2(c)] and Code section 409A specifically relating to a change and/or revocation of deferral elections related to a Participant’s Disability or an Unforeseeable Financial Emergency or a hardship distribution under the Qualified Plan.

Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer shall withhold from that portion of the Participant’s Salary and Bonus, that are not being deferred, in a manner determined by the Employer, the Participant’s share of any Employer-provided welfare and fringe benefits elected by the Participant and/or FICA or other employment taxes on such Annual Deferral Amount, as determined by the Committee in its sole discretion. If necessary, the Committee may reduce the Annual Deferral Amount in order to satisfy the Participant’s election with respect to Employer-provided welfare and fringe benefits and the Employer’s obligation to withhold FICA and other employment taxes.

Cancellation of Deferral. Subject to [Section 409A], if it is determined that a Participant is suffering from a Disability, such Participant’s deferrals shall thereupon be cancelled by the later of the end of the Plan Year or the fifteenth day of the third month following the date the Participant incurs a Disability.

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