For each Plan Year, a Director may elect during the applicable Election Period, by executing in writing or electronically a deferral agreement on form(s) approved by the Committee, # to defer the receipt of a designated percentage of his or her Director Cash Compensation, and to direct that such Director Cash Compensation be credited to the Director’s Directed Investment Account, # to defer the receipt of a designated percentage of his or her Director Cash Compensation in the form of Deferred Stock Units credited to the Director’s Deferred Stock Unit Account, and/or # to elect to defer the receipt of his or Director Stock Compensation in the form of Deferred Stock Units credited to the Director’s Deferred Stock Unit Account (which shall be credited to the Director’s Deferred Stock Unit Account pursuant to [Section 5.5] following satisfaction of any applicable vesting conditions).

Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of Cash Compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to # a Prime Rate Investment Account, # a Phantom Stock Investment Account, or # a Deferred Stock Account. With respect to a Director’s initial Plan Period, such deferral election shall be made in a timely manner prior to the commencement of the Plan Period in accordance with requirements established by the Board consistent with Section 4. Upon the Director’s Separation from Service, such deferred compensation and accumulated investment return held in the Director’s Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director’s Distribution Election and the provisions of Section 7.

At the time an Eligible Director’s Annual Deferral Election is made for a Plan Year, each Eligible Director shall specify the time and manner in which his/her Annual Deferred Cash Account and/or Annual Deferred Stock Account shall be distributed. If an Eligible Director does not specify an election for the timing and manner of a distribution, the balance of an Eligible Director’s Annual Deferred Accounts shall be distributed in a lump sum in accordance with option # below. The Eligible Director shall be entitled to receive, or to commence receiving, his/her Annual Deferred Accounts as soon as practicable after the following: