Retainer Deferral Accounts. Each Retired Outside Director shall be entitled to receive the balance, if any, of his or her Retainer Deferral Account in accordance with the provisions of [Section 11] of the Plan.

Deferral Accounts. The Company will establish and maintain a hypothetical bookkeeping account established and maintained by the Company on behalf of a Participant to track the Participant’s [Section 409A] Award deferrals (a “Deferral Account”) in the name of each Participant whose payment of a [Section 409A] Award has been deferred in accordance with this [Section 6(a)(i)]. [Section 409A] Award deferrals shall be credited to the Deferral Account as of the date that the underlying Award would otherwise have been paid if such payment had not been deferred. Awards that were otherwise payable in cash will be credited to the Deferral Account as an equivalent amount of cash and Awards that were otherwise payable in shares of Stock will be credited to the Deferral Account as an equivalent number of shares of stock.

Deferral Accounts; Deferral Incentive. An Eligible Employee’s Deferral Amount shall be converted to a number of common stock units determined by dividing the Deferral Amount by the closing price at which shares of the Company’s common stock are sold regular way on the New York Stock Exchange on the first trading day immediately preceding the date the Deferral Amount would otherwise be paid to the Eligible Employee. Such common stock units shall be credited to a Deferral Account established and maintained on the books and records of the Company. In the event an Eligible Employee defers a Performance Award under the Plan, the Company shall credit a Deferral Incentive in the form of additional common stock units to the Eligible Employee’s Deferral Account. The number of common stock units comprising the Deferral Incentive for an Eligible Employee shall be determined by multiplying twenty-five percent (25%) by the number of common stock units resulting from the conversion of the Eligible Employee’s Deferral Amount into common stock units.

A Salary Deferral Account, reflecting Salary Deferrals (including Age 50 Catch-Up Deferrals) and Rollover Contributions made by a Member to the Plan and earnings, losses and expenses attributable to such Salary Deferrals (including Age 50 Catch-Up Deferrals) and Rollover Contributions. A Salary Deferral Account may also include amounts transferred from a Prior Profit Sharing Account effective July 1, 1987, and earnings, losses and expenses attributable to such amounts.

"Account" means any of, and "Accounts" means all of, the Equity Participation Accounts and the Retainer Deferral Accounts maintained in the records of the Company for Participants.

Retainer. “Retainer” means the total cash fees paid to Participant for service on the Board (or any committee thereof), which may be payable on either a calendar quarter or fiscal quarter basis, in arrears.

Payment of Deferral Accounts. Subject to [Section 4.6], the vested portion of an Eligible Employee’s Deferral Account shall be paid to the Eligible Employee no earlier than fifteen (15) days and no later than ninety (90) days after the Eligible Employee’s Separation from Service. The form of payment shall be one share of the Company’s common stock for each common stock unit and cash for any fractional unit credited to the vested portion of the Deferral Account.

The Committee shall establish a Deferral Account in the name of each Participant for each Gainsharing Award, or portion thereof, and each Stock Award that is the subject of a Deferral Agreement. As to Deferrals of Gainsharing Awards, each such Account shall be established as of the first date that such Gainsharing Award, or portion thereof, otherwise would have been paid to the Participant. As to deferrals of Stock Awards, each such Account shall be established as of the date that the restrictions applicable to such Stock Award expire. In the case of a Stock Award as to which the restrictions expire at different times for different portions of the Award, such Account shall be established as of the date the first of such restrictions expires. Each Deferral Account shall be credited with the deferred portion of such Award at the time the Account is established, or, in the case of a Stock Award as to which the restrictions expire at different times for different portions of the Award, from time-to-time as such restrictions expire. Thereafter, all Deferral Accounts shall be valued and administered as provided in this Article. Notwithstanding anything in the Plan to the contrary, the Trustee may combine two (2) or more of any Participant’s Deferral Accounts into a single Account, if the Deferral Accounts to be combined # are subject to Fixed Deferral Periods ending on the same date or # are not subject to Fixed Deferral Periods at all.

The Retainer deferral percentage may not exceed 100%

"Retainer Deferral Accrual" has the meaning assigned in [Section 8].