An Eligible Director may elect to defer payment of Eligible Fees under Section V.4 or V.5 of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form attached hereto as [Exhibit D].

An Eligible Director may elect to defer payment of Eligible Fees under Section[Section V.4 or V.55]5] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form attached hereto as [Exhibit D].Exhibit D.

An Eligible Director may elect to defer payment of Eligible Fees under Section V.43 or V.54 of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to the Eligible Fees payable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as provided in the form attached hereto as [Exhibit D].Exhibit D.

ELECTION PROCEDURE. An Eligible Director may electwishing to participate in this Plan must file a written notice on the Notice of Election form electing to defer payment of Eligible Fees under Section V.4 or V.5 of this Plan by filing, no later than the last day offor a Plan Year (or byof all or a portion of his or her Fees as a Director (“Election”). Any such earlier date asElection must be filed prior to the first day of the Plan administrator shall determine), an irrevocable election withYear in which the administrator on a form provided for that purpose. The Annual Deferral ElectionDirector’s annual service period begins and shall be effective only with respect to Fees earned after the end of the Plan Year in which the Election is filed. If, however, the Election is with respect to the Eligiblefirst year a Director is eligible to participate in this Plan, the Committee may permit a Director to make the Election within thirty (30) days after the date on which the Director is first eligible; provided, however, any such Election will only apply with respect to Fees earned after the effective date of the Election. Any such Election will continue in effect until the Director modifies or terminates such Election effective as of the beginning of a subsequent Plan Year. An effective Election may be terminated or modified for any subsequent Plan Year by filing either a new Notice of Election form to effect modifications, or a Notice of Termination form to effect terminations, on or before the December 31st immediately preceding the Plan Year for which such modification or termination is to become effective. An Election shall not be effective until receipt of the fully and properly completed Notice of Election form by the Secretary of the Company. A fully and properly completed Notice of Election form must indicate: # the percentage of Fees to be deferred; # manner of payment upon distribution; # payment commencement date; and # deemed investment election. Once effective for a Plan Year, an Election is irrevocable and may not be changed for that Plan Year. No subsequent election may change the manner of payment, the payment commencement date or the deemed investment of the Fees previously deferred. An Election shall apply to Fees payable during the followingwith respect to each subsequent Plan Year. The DeferralYear, unless terminated or modified as described herein. A person for whom an effective Election Form shall specify an amount to be deferred expressed asis terminated may thereafter file a percentagenew Notice of the Eligible Director’s annual retainer, as providedElection form, in the form attached hereto as [Exhibit D].manner described above, for future Plan Years for which he or she is eligible to participate in this Plan.

An EligibleIn order to participate in the Plan with respect to Director’s Fees for a particular Year, a Director may electmust file a deferral election with the Secretary of the Company prior to defer paymentJanuary 1 of Eligible Fees under Section V.4such Year; provided, however, that in the case of a newly elected or V.5 of this Plan by filing,appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the last date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Plan Year (or by such earlierCommittee) are due for services performed over a period of time which includes the period both before and the period after the date asof the Plan administrator shall determine),election, the election will apply to an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respectamount equal to the Eligible Fees payable during the following Plan Year. The Deferral Election Form shall specify antotal amount to be deferred expressed as a percentage of the Eligible Director’s annual retainer, as providedFee paid for such performance period multiplied by the ratio of the number of days remaining in the form attached hereto as [Exhibit D].performance period after the election over the total number of days in the performance period.

An Eligible Director may electWhether the percentage deferral election shall be effective only with respect to defer payment of EligibleDirector’s Fees under Section V.4 or V.5 of this Plan by filing, no later thanpaid for the last day of a Plan Year (or by such earlier date asin which the Director’s participation in the Plan administratoris to commence as determined pursuant to Section 4 above or shall determine), an irrevocable electionapply with the administrator on a form providedrespect to Director’s Fees paid for that purpose. The Annual Deferral ElectionYear and all subsequent Years until revoked or modified by the Director, it being intended that a Director shall be effectivehave only one (1) election in effect with respect to the Eligible Fees payableYear during which payment is to commence and the followingform of the payment for all amounts deferred under the Plan. Notwithstanding the preceding intention that a Director have only one (1) election in effect with respect to the time and form of payment, # any elections in effect as of January 1, 2008, shall remain in effect unless changed in accordance with the terms of Sections 5(f) or (g) of the Plan Year. The Deferral Election Form shall specify an amountand # a Director whose existing election provides for benefits to commence in the next Year or who has already begun receiving payments, may elect a new time and form of payment for amounts to be deferred expressed as a percentagein subsequent Years. Changes to the Year of commencement and form of payment may be made only in accordance with the rules of Sections 5(f) or (g), below. The Director shall notify the Secretary of the Eligible Director’s annual retainer, as providedCompany in writing of any such revocation or modification of a deferral election or permitted new election with respect to the time or form attached hereto as [Exhibit D].of payment, which elections shall apply solely to amounts deferred with respect to Years following the Year in which the revocation, modification or new payment election is made; and

An EligibleDeferral of Fees. Each Director may elect on an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to defer paymentthe date of Eligible Fees under Section V.4 or V.5 of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administratorhis deferral election shall determine), an irrevocable electionnot be paid in accordance with the administrator on a form provided for that purpose. The Annual Deferral Electionnormal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Elections shall be effectivemade in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate election with respect to the Eligible Fees payable during the following Plan Year. Thetime and form of payment applicable to Deferral Election Form shall specifyPeriods ending pursuant to an amountelection made in accordance with this [Section 3.1(a)], which may not exceed eight (8) years, and Deferral Periods ending pursuant to be deferred expressed as[Section 5.2] (Termination of Service) due to a percentage of the Eligible Director’Participant’s annual retainer, as provided in the form attached hereto as [Exhibit D].Separation from Service for any reason, which may not exceed three (3) years.