Except as set forth in Section 5.4(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service the values and quantities held in the Director’s Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7 in a single lump sum or in a series of annual installments not to exceed ten (10) years. The time for the commencement of distributions shall be elected by the Director and shall not be later than the first of the month coinciding with or next following the second anniversary of the Director’s Separation from Service. Notwithstanding the foregoing, a Director may elect to modify his or her distribution election to delay distribution under this Section 5.4 provided that such modification is subject to the requirements of the Modification Delay.

Distribution Election. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the rule in [Section 9.2(b)(2)(ii) and 9.2(b)(4)(ii)] (the “life expectancy rule”) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 9.2(b)(2)(ii), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this [Section 9.2(b)(5)(ii)], distributions will be made in accordance with [Sections 9.2(b)(2)(ii), 9.2(b)(4)(ii) and 9.2(b)(5)(i)])].

be permitted to modify a Specified Date distribution date and/or payment option in accordance with [Section 9.2] of the Plan. Distribution elections changes will not be permitted for Separation from Service elections.

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

Form of Distribution and Permissive Election. The actuarial equivalent of Stecko’s Retirement Benefit shall be payable in the form of a lump sum upon the earliest of # the six-month anniversary of Stecko’s Employment Termination Date, # Stecko’s death or # a designated date in 2009 Stecko may designate no later than December 31, 2008 pursuant to such rules as the Company may establish. If Stecko designates a distribution date in 2009, he may accrue no additional Retirement Benefit after such distribution date.

A Member entitled to a Benefit shall elect a form of distribution under Section 8.6 in accordance with the Company’s administrative procedures. Such election shall include such information as the Company may reasonably require and, if the distribution is to be made prior to the Member’s attainment of age 65, the election shall be made no more than 180 days prior to the distribution date elected by the Member.

Election. Prior to 5:00 p.m. Eastern time on the final business day preceding June 1 of a given calendar year or, for a Non-Employee Director whose service as a Non-Employee Director commences in such given calendar year, such later date on which the Non-Employee Director’s service as a Non-Employee Director commences and that occurs prior to July 1 of such given calendar year (in any case, the “Election Deadline”), by delivery to the Company of a written election in a form provided by the Company (an “Election”), a Non-Employee Director may elect to receive payment of the entire Annual Retainer payable to the Non-Employee Director under this Program for services performed during the period beginning on July 1 occurring after the Election Deadline and ending on June 30 of the following calendar year (each such period, a “Service Year”) in the form of one or more options (each, an “Elective Option”) to purchase shares of the Company’s common stock (“Shares”) as set forth in this Section I(B) and Section II(D) rather than in cash in accordance with Section I(A). A Non-Employee Director who makes an Election will be granted a separate Elective Option for the Base Retainer (a “Base Retainer Elective Option”) and for each Committee Member Retainer (a “Committee Member Retainer Elective Option”) that such Non-Employee Director would, as of the applicable Issue Date, otherwise have been entitled to receive under this Program in cash for service on the Board and its committees during the applicable Service Year. If a Non-Employee Director commences service on a committee of the Board following the Issue Date for a given Service Year, the Non-Employee Director will receive the Committee Member Retainer for such committee service during the corresponding Service Year in cash pursuant to Section I(A) and not in the form of a Committee Member Retainer Elective Option under this Section II(B).

Election. To exercise the option described in this Subsection, the "Terminated Employer" must inform the "lead Employer" of its choice, and must supply any reasonably required documentation as soon as practical. If the "lead Employer" has not received notice of a "Terminated Employer's" exercise of this option within ten (10) days prior to the stated date of termination, the "lead Employer" can choose to disregard the exercise and proceed with the Spin-off.

Election An individual who is a Director on the Effective Date may elect by election duly filed with (and received by) the Committee on or before November 12, 2004, to defer all or a portion of his or her fees for Board or committee meetings from November 12, 2004 to December 31, 2004

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: