Director Fees. A Participant may elect to defer payment of the Director Fees otherwise payable to him or her for future services to be rendered as a director of the Company by entering into a Deferral Election deferring the receipt of some or all of his or her Director Fees (subject to such limits and restrictions as to any dollar amount, percentage or otherwise as may be permitted by the Committee or otherwise provided in this Plan). The amount of Director Fees subject to such a timely and proper Deferral Election will be credited to such Participant’s Account, as specified by the Participant in the Deferral Election, either: # in cash equivalents to a Cash Deferred Account or # as a DSU Award to be credited to the Deferred Stock Unit Account; or # or both, in such proportions as elected by the Participant in such Deferral Election and as permitted by the Committee or otherwise provided in this Plan. In the event that the Participant elects that some or all of his or her Director Fees are to be credited as a DSU Award, the Participant then shall receive a DSU Award in whole Deferred Stock Units in an amount substantially equal to the quotient of # divided by (ii), where:

Director Fees. Amounts attributable to deferred Director Fees which are deferred into either or both of a Participant’s Cash Deferred Account or Deferred Stock Units are 100% vested under the Plan immediately upon being credited to a Participant’s Account under the Plan and at all times thereafter.

Elective DSUs. Each Director annually may elect to defer the portion of his or her Annual Director’s Fee payable in cash (i.e., the cash portion of the Annual Retainer and Chairperson Retainer) for the following year by electing to convert such amount into additional Deferred Stock Units (the “Elective DSUs”). Such election (a “Deferral Election”) shall be made by filing a written notice of such election with the Secretary of the Company not later than December 31 of the calendar year prior to the calendar year in which the services are performed for which the portion of the Annual Director’s Fee would be paid. With respect to the year of a Director’s initial election to the Board, the Director shall, with respect to the portion of the Annual Director’s Fee payable in cash and attributable to services for such year performed after the Deferral Election is made, file any such Deferral Election promptly upon the commencement of services to the Board (but in no event later than 30 days thereafter). Elective DSUs shall be credited to Directors’ Stock Unit Accounts on the Quarterly Payment Date that the portion of the Annual Director’s Fee would have been paid to the Director absent any deferral election. The number of Elective DSUs to be credited to the Director’s Stock Unit Account on a Quarterly Payment Date shall be determined by dividing # the portion of the Annual Director’s Fee would have been paid to the Director on that Quarterly Payment Date absent any deferral election by # the Average Stock Value on the that Quarterly Payment Date. Any portion of an Annual Director’s Fee to be paid in cash without deferral shall be paid on the Quarterly Payment Date.

Upon receipt of a duly filed deferral election, the Company shall establish a Deferred Compensation Account to which shall be credited an amount equal to that portion of the Director’s Fees which would have been payable currently to the participating Director but for the terms of the deferral election and which is not converted into Stock Units. If the deferral election includes an election to convert a percentage of the Director’s Fees deferred pursuant to the election into Stock Units, the number of full and fractional Stock Units shall be determined by dividing the amount subject to such an election by the Value of the Company’s common stock on the Valuation Date. For the avoidance of doubt, a Director may not elect a transfer of credits between the Director’s Deferred Compensation Account and Stock Units.