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].

Election to Defer. Prior to November 1, 2019, an election to defer may be made within 30 days following the date an individual first becomes an Outside Director of A&B or thereafter in December of each year. In December of each year, the Plan Administrator will send to each Outside Director a deferral election form. Elections to defer shall be irrevocable on the first day of the calendar year following the year in which the election was made. For an election to be effective for any calendar year, the form must be executed by the Outside Director, returned to the Plan Administrator, and accepted and approved by the Plan Administrator before the beginning of the calendar year for which the election is to be effective. Such election shall be effective and irrevocable on January 1 of the calendar year following the calendar year in which the Plan Administrator accepts and approves the Outside Director's executed election form. Any election will apply to subsequent calendar years until the Outside Director provides the Plan Administrator with a notice to modify or revoke the election. Such notice to modify or revoke the election will become irrevocable and effective on the January 1 following the year in which it was made. Notice of modification or revocation of an election must be submitted in writing, and may be submitted to the Plan Administrator at any time.

Election To Defer. A Non-Employee Director who desires to defer receipt of all or a portion of his Director's Fees in any calendar year shall so notify the Corporation's Pension Committee in writing before the first day of the calendar year, specifying on a form supplied by the Committee # the dollar amount or percentage of the Director's Fees to be deferred, # the deferral period, # the form of payment, and # the notional investment direction.

Election to Defer Receipt of Compensation. Prior to October 28, 2021, the Notice by which a Participant elected to defer receipt of compensation as provided in this Plan shall be in a form and manner determined by the Global Compensation Department, and shall be delivered to the Global Compensation Department prior to the date specified by the Global Compensation Department, which shall be no later than the December 31 which immediately precedes the calendar year in which the compensation was to be earned (and with respect to a type of compensation which may be determined on the basis of a multi-year performance period, prior to the first year of such period).

This Section 3.1 shall apply to Restricted Stock Unit awards granted after the original Effective Date of the Deferral Plan.

ARTICLE # Participant Election to Defer

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).

An election to defer compensation may be made by # a first-time nominee for election as a Director prior to his/her election for the remainder of the calendar year in which he/she is being elected (except that a person newly elected a Director by the Board of Directors may make an election to defer compensation within 30 days after his/her election as a Director, in which event such election to defer compensation shall be effective only with respect to compensation paid for services performed after the election to defer compensation is made) and # a person then currently serving as a Director for the next succeeding calendar year no later than the preceding December 31. This election will be deemed to be an election to defer compensation under this Plan for each succeeding calendar year, unless # the participant elects, in accordance with [Section 11], to discontinue the deferral, # the Board of Directors discontinues the Plan in accordance with Code Section 409A, or # the election is stated, in writing, to apply only to the first calendar year applicable under [(i) or (ii) above].

“(b) An election to defer Cash Compensation is irrevocable for a Plan Period. Such an election (including any changed election made in accordance with this sentence) shall continue from Plan Period to Plan Period unless the Director timely changes his or her election to defer Cash Compensation payable for a future Plan Period prior to the beginning of such future Plan Period.”

Elections to Defer. The Committee may permit any Eligible Person who is a Director, Consultant or member of a select group of management or highly compensated employees (within the meaning of the Code) to irrevocably elect, on a form provided by and acceptable to the Committee (the “Election Form”), to forego the receipt of cash or other compensation (including the Shares deliverable pursuant to any Award other than Restricted Shares), and in lieu thereof to have the Company credit to an internal Plan account (the “Account”) a number of deferred share units (“Deferred Share Units”) having a Fair Market Value equal to the Shares and other compensation deferred. These credits will be made at the end of each calendar month during which compensation is deferred. Each Election Form shall take effect on the first day of the next calendar year (or on the first day of the next calendar month in the case of an initial election by a Participant who first becomes eligible to defer hereunder, subject to adjustments by the Committee in accordance with Code Section 409A) after its delivery to the Company, subject to Section 8(g) regarding deferral of Restricted Shares and Restricted Share Units and to Section 10(e) regarding deferral of Performance Awards, unless the Company sends the Participant a written notice explaining why the Election Form is invalid within five business days after the Company receives it. Notwithstanding the foregoing sentence: # Election Forms shall be ineffective with respect to any compensation that a Participant earns before the date on which the Company receives the Election Form, and # the Committee may unilaterally make awards in the form of Deferred Share Units, regardless of whether or not the Participant foregoes other compensation.