Upon receipt of a duly filed deferral election, the Company shall establish a Deferred Compensation Account to which shall be credited an amount equal to that portion of the Director’s Fees which would have been payable currently to the participating Director but for the terms of the deferral election and which is not converted into Stock Units. If the deferral election includes an election to convert a percentage of the Director’s Fees deferred pursuant to the election into Stock Units, the number of full and fractional Stock Units shall be determined by dividing the amount subject to such an election by the Value of the Company’s common stock on the Valuation Date. For the avoidance of doubt, a Director may not elect a transfer of credits between the Director’s Deferred Compensation Account and Stock Units.

Deferred Compensation Accounts. The Company shall maintain a bookkeeping Deferred Compensation Account for the Deferred Compensation of each participating Director. With respect to any Deferred Compensation deferred by Director hereunder, such Deferred Compensation shall be denominated in Deferred Stock Units.

Maintenance of Deferred Accounts. A recordkeeping account shall be established and maintained in the name of each Non-Employee Director. Amounts which are deferred hereunder shall be converted into units (“Units”) based on the Fair Market Value of the Company’s common stock, and such Units (including any fractional Units) shall be credited to the Non-Employee Director’s account. The conversion and crediting of deferrals shall occur as of the date that such deferred amounts would otherwise have been payable to the Non-Employee Director. Dividend equivalents earned on the basis of whole Units previously credited to a Non-Employee Director’s account shall be credited to the Non-Employee Director’s account as Units, including fractional Units, on the date any such dividend has been declared to be payable on Shares. Units, excluding fractional Units, shall earn dividend equivalents from the date such Units are credited to a Non-Employee Director’s account until the date such Units are converted into Shares and distributed. Dividend equivalents shall be computed by multiplying the dividend paid per Share during the period Units are credited to a Non-Employee Director’s account times the number of whole Units so credited, but Units shall earn such dividend equivalents only as, if, and when dividends are declared and paid on Shares.

At the time an Eligible Director’s Annual Deferral Election is made for a Plan Year, each Eligible Director shall specify the time and manner in which his/her Annual Deferred Cash Account and/or Annual Deferred Stock Account shall be distributed. If an Eligible Director does not specify an election for the timing and manner of a distribution, the balance of an Eligible Director’s Annual Deferred Accounts shall be distributed in a lump sum in accordance with option # below. The Eligible Director shall be entitled to receive, or to commence receiving, his/her Annual Deferred Accounts as soon as practicable after the following:

A Participant may not transfer any portion of the Participant’s Deferred Compensation Account(s) to another Deferred Compensation Account(s).

For Directors serving on the Board on ​, 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 ​, 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 ​, or predecessors to that plan, for former directors who were not serving on the Board on ​ shall be administered under the applicable terms of such prior plan or plans.

Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

Deferred Shares. The shares underlying the Participant’s Restricted Stock Unit award and/or Performance Stock Unit award that are deferred under the Deferral Plan shall be issued under the LTIP and held in a rabbi trust until such shares are distributed.

Deferred Compensation. Effective as of ​, no Participant shall be permitted to make any new election to defer compensation as described in [Sections 7 and 8]8] of the Plan. Prior to ​, any Participant may elect, in accordance with [Section 8] of this Plan, to defer the receipt of a portion of the compensation otherwise payable to him by the Company. The Participant may designate the portion to be deferred, which shall not be less than the minimum, nor more than the maximum, dollar amount or percentage established from time to time by the Global Compensation Department, prior to the calendar year in which the Participant performed the services that entitled him to the compensation being deferred. The Global Compensation Department shall determine any such minimum or maximum separately with respect to each category of compensation potentially to be deferred (e.g., base salary, cash bonus award or other types of compensation).

Deferred Compensation. “Deferred Compensation” means the amount of the Fees of the Participant deferred pursuant to this Plan.