Payment of a participating Director’s Deferred Compensation Account shall be made or commence to be made in cash prior to January 31 in each year in which a payment is to be made in accordance with the Director’s deferral election. Payment of a Director’s Stock Units attributable to a deferral of Director’s Fees shall also be made at such time except that, if the applicable January 31 occurs within the six (6)-month period beginning on the last date on which Director’s Fees have been converted into Stock Units on behalf of the Director and to the extent the Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, then payment of the Director’s Stock Units shall be made on the last day of the month in which such six (6)-month period expires. Notwithstanding the previous sentence, Stock Unit payments shall be made following the Director’s death, Disability or the date the Director Separates from Service, without regard to whether such six (6)-month period has expired. A Director shall continue to be credited with Dividend Equivalents during any such delay in payment. For the purpose of payment, Stock Units shall be paid in whole shares of the Company’s common stock corresponding to the Value on the applicable Valuation Date, with any fractional shares payable in cash; provided, however, that any payment based on a Separation from Service prior to May 8, 2014 is subject to the terms of the Plan then in effect.

The Year in which payment of the Director’s Deferred Compensation Account and/or Stock Units attributable to the deferral of Director’s Fees shall commence; provided however, that payments shall commence no later than the Year following the Year in which the Director attains age seventy-two (72) and, in the case of Stock Unit payments, to the extent that Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, payment shall be made no earlier than six (6) months after the last date on which Director’s Fees have been converted into Stock Units on behalf of the Director (except in the case of payments made following the Director’s death, Disability or Separation from Service);

Except as otherwise provided by the terms of a Deferred Equity-Based Award, payment of a Director’s Stock Units attributable to Deferred Equity-Based Awards shall be made in a single lump sum not later than the last day of the month beginning after the date of the Director’s Separation from Service and Stock Units attributable to Deferred Equity-Based Awards shall be paid in whole shares of the Company’s common stock as determined on the applicable Valuation Date, with any fractional shares payable in cash; provided, however, that any payment based on a Separation from Service prior to May 8, 2014 is subject to the terms of the Plan then in effect.

As of each date on which any amount of a Director’s Deferred Cash Compensation becomes payable, his or her Stock Unit Account shall be credited with that number of units as are equal to the number of full or fractional Shares as could be purchased at the Fair Market Value on the first trading day preceding such date with the portion of such Deferred Cash Compensation as such Director has elected be credited to his or her Stock Unit Account.