BASIC CASH RETAINER. Each Eligible Participant shall be paid a Basic Cash Retainer for service as a director during each Plan Year, payable in quarterly installments in advance. The amount of the Basic Cash Retainer is set forth on [Schedule I], which may be amended from time to time by the Committee. Each person who first becomes an Eligible Participant on a date other than an Annual Meeting Date shall be paid a pro rata amount of the Basic Cash Retainer for that Plan Year to reflect the actual number of days such Person will serve on the Board in the Plan Year (a “Prorated Basic Cash Retainer”). The first installment of a Prorated Basic Cash Retainer shall be paid on or about the first day that such Person becomes an Eligible Participant and shall be a pro rata amount of the Basic Cash Retainer for that fiscal quarter to reflect the actual number of days such Person will serve on the Board in that fiscal quarter, with normal quarterly installments to follow for the remainder of the Plan Year, as described above.

SUPPLEMENTAL CASH RETAINER. The Chairman of the Board, Lead Director, and chairs and members of committees of the Board may be paid a Supplemental Cash Retainer during a Plan Year, payable in quarterly installments in advance at the same times as installments of the Basic Cash Retainer are paid. The amount of the Supplemental Cash Retainer, if any, for each eligible position, is set forth on [Schedule I], which may be amended from time to time by the Committee, and may be different for the eligible positions. A pro rata portion of the Supplemental Cash Retainer (a “Prorated Supplemental Cash Retainer”) will be paid to any Eligible Participant who is elected or appointed by the Board to a position eligible for a Supplemental Cash Retainer on a date other than an Annual Meeting Date, to reflect the actual number of days such Person will serve in such capacity during the Plan Year. The first installment of a Prorated Supplemental Cash Retainer shall be paid on or about the first day that such Eligible Participant is elected or appointed to such position and shall be a pro rata amount of the Supplemental Cash Retainer for that fiscal quarter to reflect the actual number of days such Person will serve in such position in that fiscal quarter, with normal quarterly installments to follow for the remainder of the Plan Year, as described above. If an Eligible Participant who is in a position eligible for a Supplemental Cash Retainer is elected or appointed by the Board to a different eligible position on a date other than an Annual Meeting Date and such new position is entitled to a higher Supplemental Cash Retainer than the Eligible Participant was receiving prior to such change in position, such Person shall receive a Prorated Supplemental Cash Retainer based upon the difference between the higher Supplemental Cash Retainer and the lower Supplemental Cash Retainer for such partial period.