Elective Deferrals. A participant may elect, by filing the appropriate form pursuant to [Section 8], to defer receipt for any calendar year of either # all of the compensation payable to the participant for serving on the Board of Directors and any committee thereof, # only the retainer fee payable to the participant for service on the Board of Directors, or # any percentage, equal to or exceeding twenty-five percent of the compensation payable to the participant specified in [clause (1) hereof].

Elective Deferrals. On or before the time necessary to administer deferral elections that are effective as of the first day of the next Plan Year, the Committee shall, in its sole discretion, determine which Participants are eligible to make Elective Deferrals for that Plan Year. For Participants compensated primarily on a commission basis, eligibility to make such Deferrals may be based on whether a Participant has achieved a threshold of Gross Production for the fiscal year ending on the November 30th immediately preceding the Plan Year for which the eligibility determination is being made. The threshold of Gross Production for purposes of this Section shall be established by the Committee in its sole discretion.

Restrictions on Elective Deferrals. Except as permitted by Regulations (including Regulation §1.411(d)-4), amounts

Elective Deferrals Fully Vested. A Participant shall be 100% vested in his or her Plan Year Accounts (exclusive of the associated Make-Up Subaccount) and Performance Cycle Accounts at all times.

A participant may assign to this plan any excess elective deferrals made during a taxable year of the participant by following the claim procedure set forth in [Section 5.5(a)(4)]. Also, the employer may notify this plan on behalf of a participant who has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the plans, contracts or arrangements maintained by the employer.

Notwithstanding the above, for any years in which a Participant makes both Roth Elective Deferrals and Pre -Tax Elective Deferrals, the distribution of any Excess Deferrals for such year shall be made, as operationally determined by the Administrator, from the Participant's Pre-Tax Elective Deferral Account or Participant's Roth Elective Deferral Account. Matching contributions which relate to Excess Elective Deferrals (regardless of whether such Excess Elective Deferrals are Pre -Tax Elective Deferrals or Roth

Deferrals" includes Pre-Tax Elective Deferrals and, if permitted by the Plan, Roth Elective Deferrals.

"Pre-Tax Elective Deferrals" means a Participant's Elective Deferrals that are not includible in the Participant's gross income at the time deferred.

For plan years beginning after December 31, 2005, distribution of excess contributions for a year shall be made first from the participant's Roth elective deferral account, to the extent Roth elective deferrals were made for the year. Excess elective deferrals shall only be distributed from the 401(k) elective deferral account after the Roth elective deferrals made for the year have been fully distributed.

shall be made, as operationally determined by the Administrator, from the Participant's Pre -Tax Elective Deferral Account or the Participant's Roth Elective Deferral Account, to the extent both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the Plan Year;