Timing of Election; Deferral Amount. A Participant shall make a deferral election under the Plan by filing with the Bank a signed Deferral Election Form within the deadlines established by the Bank, provided that, except as provided below, in no event shall such an election be made after the last day of the Plan Year preceding the Plan Year in which the services giving rise to the Fees to be deferred are to be performed. A Participant may elect to defer up to one hundred (100) percent of Fees expected to be earned during a Plan Year.

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Deferral Election. Each Participant may make an irrevocable election to defer distribution of Restricted Stock Unit Shares payable in respect of an Award until the Participant’s Separation from Service, in accordance with this Agreement and procedures established by the Corporate Secretary. To make a deferral election, a Participant must file an irrevocable deferral form with the Corporation before the beginning of the year in which such Award would be granted. Notwithstanding the foregoing, if, in accordance with [Section 3] of the Plan, an individual is to be elected by the Board to be a non-employee director of the Corporation after the Committee has made an Award to non-employee directors for that calendar year, then that individual must make the deferral election prior to that individual’s election as a director in order to defer distribution of the initial grant of Restrict Stock Unit Shares. The deferral election must specify whether the Participant is to receive the Restricted Stock Unit Shares upon the Participant’s Separation From Service in either a single distribution or in ten annual installments.

Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

I hereby irrevocably elect to receive the cash and shares of Stock issuable pursuant to any RSUs (and any associated Dividend Equivalents) granted to me in ​ and any future calendar years, until such time as a new signed Deferral Election Form is received by

Initial Distribution Elections. In order to make an effective Deferral Election, each Participant must file with the Company, as a part of the Participant’s Deferral Election under [Section 3(a)], a written or electronic initial election with respect to the timing and manner of distribution of the amount credited to the Participant’s Deferral Account and to the manner of distribution of the amount credited to the Participant’s Matching Account. An election with respect to a Participant’s Deferral Account may include an election to begin distribution upon Termination of Employment (which election, for a Participant’s 2005-2008 Subaccounts and Post-2008 Subaccounts, shall be irrevocable after ​) or an election to begin distribution upon such specified date as may be elected by the Participant (which election may be amended as provided in [Section 7(d), 7(e) or 7(f)])])] (as the case may be)). An election with respect to a Participant’s Deferral Account or Matching Account may include an election to receive a distribution # in one lump-sum payment, or # in annual installments over a period not to exceed ten (10) years, as the Participant may designate (which election may be amended as provided in [Section 7(d), 7(e) or 7(f)])])] (as the case may be)). Each such initial election may be made with respect to such portion of the Participant’s Deferral Account and Matching Account related to the corresponding Deferral Election (e.g., prospectively, on a Plan Year by Plan Year basis) and pursuant to such rules and procedures as the Company may establish from time to time.

No Deferral Election – Restriction Period. Restricted Stock Units are subject to a Restriction Period which will terminate on or, if Corporation’s Common Stock is not traded on such date, on the next date on which the Corporation’s Common Stock is traded.

Absence of Deferral Period Election. With respect to any Deferred Amount of a Participant for which no effective election as to time of payment has been filed with the Committee, such related Deferred Compensation will be paid in a lump sum on the earlier of # the second (2nd) anniversary of # to the extent such Deferred Compensation is a Deferred Performance Amount, the date such Deferred Performance Amount would have been paid (but for such deferral election) or # to the extent such Deferred Compensation is a Deferred Salary Amount, the fifteenth (15th) day of January of the year following the Plan Year during which such Deferred Salary Amount would have been paid (but for such deferral election), or # the fifteenth (15th) day of the year following the year of such Participant’s Retirement or Disability, (The following clause is a Post-2004 Provision applying only to Post-2004 Benefits) provided that if the Participant retires while a Specified Employee, payment will be on the later of # the first business day that is more than six (6) months following the date of Retirement or # the fifteenth (15th) day of the year following the Participant’s Retirement.

Timing of deferral.

Unless otherwise required by applicable law, the deferral election a Non-Employee Director makes under the Plan shall remain in effect from year-to-year. A Non-Employee Director may, however, increase or decrease the amount being deferred in the future by making a new deferral election no later than the December 31 immediately preceding the calendar in which the new election is to be effective. The amounts deferred under the new deferral election shall be distributed at the time specified in the prior deferral election and the amounts deferred under the new deferral election will be allocated in accordance with the prior deferral election, unless the Non-Employee Director specifies otherwise.