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").

The Director's DSU Account will be credited with the number of DSUs calculated to the Director's DSU account (the "DSU Account") when suchnearest thousandths of a DSU, determined by dividing the dollar amount of Annual Compensation is otherwise payable (the "Payment Date").to be paid in DSUs 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 the New York Stock Exchange for the 20 trading days immediately preceding such Payment Date.