“Separation from Service” means termination of a Director’s service as a non-employee member of the Board consistent with the requirements of Section 409A. The Plan is intended to be a Plan provided to Directors, and in accordance with applicable regulations, a Director shall be treated as having Separation from Service for purposes of this Plan on the later of the date that the Director ceases to serve on the Board of Directors of the Company or an Affiliate and the Director is not an independent contractor to the Company or an Affiliate. Continued service as an employee of the Company or an Affiliate shall not affect whether a Director has incurred a Separation from Service under the Plan.

Notwithstanding the foregoing, in the event the Company enters into an agreement described in Section 7.3 with respect to a Director prior to the Director’s Separation from Service, the Company shall have no obligation to make distributions to the Director under this Section 7.1 in connection with such Director’s Separation from Service.

“Retirement” and “Retires” means the separation from service as a Director on or after the date the Director has attained age 55.

In addition, each such Substitute Award or Substitute Director Award shall contain the following special Service credit and Separation from Service provisions:

Death Prior to Separation from Service and Disability. In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary the Deferral Account balance as of the date of the Executive’s death, plus an additional amount equal to the Contributions remaining to be made in accordance with [Article 2]. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following the Executive’s death. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.

Separation from Service by Retirement or Becoming Disabled. In the event a Participant shall separate from service after meeting the requirements for Retirement or becoming Disabled, the distribution of his or her Deferred Compensation shall be made in accordance with the election of such Participant made in accordance with [subsection (d)], subsection # or subsection # of this Section 7.1, # or, if no election has been made by such Participant, in accordance with [Section 7.2] of the Plan.

Subject to Section 5.4, deferred amounts shall be paid in the form of # a lump sum payment, or # in approximately equal annual installments, as elected by the Director. Such payments shall be made (or shall commence) as soon as practicable following the Separation from Service except that such period shall not exceed ninety (90) days as permitted by Code [Section 409A] or, if so elected by the Director in the Distribution Election, up to twenty-four (24) months following such Separation from Service.

Upon a Director’s Separation from Service, the amount credited to a Director’s Deferred Compensation Accounts will be paid to the Director or the Director’s beneficiary, as applicable, in the following manner:

upon the Eligible Director’s termination of Continuous Services to the extent the same constitutes a separation from services for the purposes of Section 409A of the Code except that if an Eligible Director is a “key employee” as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following such separation of service;

“Separation from Service,” “Separates from Service,” or “Separated from Service” shall mean the separation of a Participant from employment with all System Companies that is a “separation from service” as defined in Code Section 409A and the regulations promulgated thereunder.