Form of Distribution for Director and Survivor Payout Elections for amounts credited to the Director's DSU Account on or before December 31, 2004

Settlement of DSU Accounts. The aggregate number of Deferred Stock Units credited to a Director’s DSU Account with respect to a particular year will be settled in accordance with the Director’s election (a “Distribution Election”) for that year, subject to Board or Committee approval as may be required by Rule 16b-3 under the Act, and which, to be effective, must be submitted in writing to the Secretary of the Company not later than December 31 of the calendar year prior to the year to which the services related to the Deferred Stock Units are performed (or, with respect to the year that a Director is initially elected to the Board, within 30 days after such Director’s commencement of services to the Board). In the absence of a timely election with respect to a particular year, a Director’s Deferred Stock Units with respect to such year will be settled in a single lump sum distribution as of his or her Retirement date. For the avoidance of doubt, the Deferred Stock Units credited to a Director’s DSU Account with respect to a particular year shall include # the Mandatory DSUs credited during such year, # the Elective DSUs credited for services by the Director during such year and # Dividend DSUs credited in respect of the Mandatory DSUs and Elective DSUs described in clauses (i) and (ii).

DSU Award. Each DSU credited to a Deferred Stock Unit Account represents the Company’s commitment to issue such Participants a fixed number of shares of Common Stock upon a Distribution Event. No actual shares of Common Stock shall be issued until a Distribution Event described in Section 10 occurs, with such shares to be issued by the Company under the Incentive Plan, or under this Plan, as appropriate. The Deferred Stock Units under any DSU Award shall not be considered issued and outstanding shares for purposes of shareholder voting rights or for purposes of receiving dividends and other distributions, if any (other than as provided in [Section 8(c)(3)] below.)

In the case of each Retired Outside Director, the Units credited to his or her Equity Participation Account and Retainer Deferral Account, respectively, shall, on the Conversion Date for such Retired Outside Director, be converted to a dollar denominated amount by multiplying the number of Units that are to be paid in Dollars in each of the Accounts by the Fair Market Value of the Common Stock on such Conversion Date and for Units that are to be paid in Common Stock, each Unit is equal to one share.

The DSU Accounts will also be credited with DSUs by multiplying the number of DSUs in the Director's DSU Account by any stock dividends declared by the Company on its common stock.

All DSUs earned with respect to Annual Compensation will be credited to the Director's DSU account (the "DSU Account") when such Annual Compensation is otherwise payable (the "Payment Date").

For Directors serving on the Board on January 1, 2003, the balances of deferred stock units in any deferred fee accounts maintained by the Company under the Company's Non-Employee Director Deferred Fee Plan in effect on December 31, 2002, or predecessors to that plan, shall be deemed to be transferred to the DSU Accounts established under this Plan, and, together with any other amounts specifically credited to a Director's DSU Account, shall be administered under the terms of this Plan. The balances of deferred stock units in any deferred fee accounts maintained by the Company under the Company's Non-Employee Director Deferred Fee Plan in effect on December 31, 2002, or predecessors to that plan, for former directors who were not serving on the Board on January 1, 2003 shall be administered under the applicable terms of such prior plan or plans.

The value of DSUs in a Director's DSU Account will be determined for purposes of the preceding section by multiplying the number of DSUs in the Director's DSU Account on the Payment Date by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of New York Stock Exchange for the 20 trading days immediately preceding such date.

Individual Accounts or Accounts. The separate accounts (the Deferred Compensation Account and the Share Account) described in Section 7 hereof. When used in the singular, the term shall refer to one of these two accounts, as the context requires.

The amount of the first cash installment payment shall be a fraction of the value of the DSUs in the Director's DSU Account on the date of the initial installment payment, the numerator of which is one and the