The annual cash retainer for services as a Director; or

The shares of Common Stock annually granted to a Director for services as a Director pursuant to the 1995 Non-Employee Directors' Fee and Stock Option Plan, as in effect from time to time, or pursuant to any successor or similar plan (the "Director Plan"), subject to Section 4(a)(i) hereof.

The base salary of such Executive Officer otherwise payable in cash by the Corporation to such Executive Officer;

Any cash bonus which may be otherwise paid by the Corporation to such Executive Officer including but not limited to cash awards under the Corporation's annual incentive award plan or any successor program; and

Any awards in shares of Common Stock pursuant to the Corporation's three-year long-term incentive program or any successor program (the "LT Incentive Program"), commencing with awards for the 2008-2010 performance period under the LT Incentive Program.

Notwithstanding the foregoing provisions of this Section 3(c), any Deferral Election relating to awards of shares of Common Stock under the LT Incentive Program may be made at any time on or before the date that is six (6) months before the end of the performance period applicable to the award of such shares provided (i) the Executive Officer continues to perform services for the Corporation or one of its Subsidiaries until the date of such Deferral Election and (ii) such Deferral Election is not made after awards under the LT Incentive Program have become readily ascertainable within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor section, and the regulations thereunder (the "Final Election Date").  Any such Deferral Election shall become irrevocable on the Final Election Date.  Any such Deferral Election may be modified or revoked on or before the Final Election Date by filing a Notice of Amendment – LT Incentive Program with the Executive Vice President & CHRO in the form prescribed by the Corporation.

Such shares were originally credited to the stock-denominated Deferred Compensation Account more than three (3) months prior to the date of filing of the Conversion Election Form with the Executive Vice President & CHRO.  For purposes of this Section 4(b)(i), any shares of Common Stock distributed to the Director or Executive Officer from such Deferred Compensation Account and not previously charged to such Deferred Compensation Account shall be deemed to be the shares most recently credited to such Deferred Compensation Account; and

Such shares would have vested and would have been no longer subject to any risk of forfeiture pursuant to the vesting or other restrictions which would have applied to the grant of such shares under the Director Plan if the receipt of such shares under the Director Plan had not been deferred.

Subject to Section 4(c)(i)(D) hereof, in a lump sum on April 1 (or if April 1 is not a business day, on the immediately preceding business day) of the calendar year immediately following the calendar year in which the Director or Executive Officer first separates from service with the Corporation under Section 409A of the Code or any successor section, upon or after ceasing to be a member of the Board or an Executive Officer, respectively, (a "Separation From Service") for any reason, including by reason of death or disability (the "Separation from Service Payment Commencement Date");

Subject to Section 4(c)(i)(D) hereof, in two (2) to five (5) annual installments commencing on the Separation From Service Payment Commencement Date and continuing on the same date (or if such date is not a business day, on the immediately preceding business day) in the calendar year(s) thereafter;

Subject to Section 4(c)(i)(D) hereof, if earlier than the date on which payment would be received under A or B of this Section 4(c)(i), in a lump sum or in two (2) to five (5) annual installments, with payment commencing on the sixtieth (60^th) day (or if such date is not a business day, on the immediately preceding business day) following the death of the Director or Executive Officer or following the date on which the Director or Executive Officer becomes disabled (within the meaning of Section 409A of the Code) and continuing on the same date (or if such date is not a business day, on the immediately preceding business day) in the calendar year(s) thereafter; and

Notwithstanding any other provision of the Plan, if:

the Separation from Service Payment Commencement Date for an Executive Officer is a date before six (6) months after the Separation From Service of the Executive Officer, and

the Executive Officer is a specified employee (as defined in Section 409A of the Code and the regulations thereunder) as of the date of such Separation From Service,

Notwithstanding Section 4(c) hereof except for Section 4(c)(i)(D) hereof, effective for Director Fees and Executive Officer Compensation earned on and after January 1 of the year following the date on which the Notice of Election is filed and only for such calendar year commencing on such January 1, a Director or Executive Officer may irrevocably elect, when filing an Election of Payment Designations with the Executive Vice President & CHRO in a form prescribed by the Corporation, to receive payment of the balance of the Director's or Executive Officer's Deferred Compensation Account with respect to such Director Fees and Executive Officer Compensation, upon the earlier of when payment would be made pursuant to the election under Section 4(c) hereof or in a lump sum immediately following the occurrence of any Section 5(b) Event, as defined below (a "Section 5(b) Event Election"). A Section 5(b) Event Election shall be effective on the date on which it is filed with respect to Director Fees and Executive Officer Compensation payable (but for any deferral elections) after the time of a person's initial election to the office of Director or Executive Officer, or any subsequent re-election, if immediately prior thereto such person was not serving as a Director or Executive Officer, provided (i) the Director or Executive Officer files such Section 5(b) Event Election within ten (10) business days subsequent to being elected or re-elected as a Director or Executive Officer and (ii) a Section 5(b) Event Election shall only be effective for Director Fees and Executive Officer Compensation payable for services performed after the Section 5(b) Event Election is filed.  Notwithstanding the foregoing provisions of this Section 5(b), any Section 5(b) Event Election relating to awards of Common Stock under the LT Incentive Program may be made at any time on or before the Final Election Date.  Any such Section 5(b) Event Election shall become irrevocable on the Final Election Date.  Any such Section 5(b) Event Election may be modified or revoked on or before the Final Election Date by filing a Notice of Amendment – LT Incentive Program with the Executive Vice President & CHRO in the form prescribed by the Corporation.

If payments from a Director's or Executive Officer's Deferred Compensation Account have previously commenced at the time of a Section 5(b) Event which results in a permissible lump sum payment pursuant to this Section 5(b), for purposes of applying this Section 5(b) shares of Common Stock previously distributed and cash previously paid from the Director's or Executive Officer's Deferred Compensation Account shall be deemed to be from Director Fees and Executive Officer Compensation not subject to a Section 5(b) Event Election, to the extent thereof.

A Section 5(b) Event shall mean the date upon which any event occurs which constitutes a change in the ownership or effective control of the Corporation or in the ownership of a substantial portion of the assets of the Corporation under Section 409A of the Code or any successor section and Treasury Regulation §1.409A-3(i)(5)(v)-(vii) thereunder or any successor section, provided that:

The percentage specified in Treasury Regulation §1.409A-3(i)(5)(v) (addressing the percentage change in the ownership of the total fair market value or voting power of the Corporation's stock) shall be fifty percent (50%) and not a higher percentage;

The percentage specified in Treasury Regulation §1.409-3(i)(5)(vi)(A)(1) (addressing the percentage change in the ownership of the voting power of the Corporation's stock) shall be thirty percent (30%) and not a higher percentage;

For purposes of Treasury Regulation §1.409A-3(i)(5)(vi)(A)(2) (addressing a change in the effective control of the Corporation by virtue of a change in the composition of the Board), the words "a majority of the members of the corporation's board of directors" shall not be replaced by a higher portion; and

The percentage specified in Treasury Regulation §1.409A-3(i)(5)(vii)(A) (addressing the percentage change in the ownership of the Corporation's assets) shall be forty percent (40%) and not a higher percentage.

such arrangement will not cause the Plan to be considered a funded deferred compensation plan under the Code;

any trust created by the Corporation, and any assets held by such trust to assist the Corporation in meeting its obligations under the Plan, will conform to the terms of the model trust, as described in Rev. Proc. 92-64, 1992-2 C.B. 422, or any successor; and

such set aside of funds is not described in Section 409A(b) of the Code, or any successor provision.

In the event of a claim by an Executive Officer (or his or her heirs, executors, administrators or legal representatives) (the "Claimant") for or in respect of any payment under the Plan or the method of payment thereof, the Claimant shall present the reason for the claim in writing to the Board or such other person or entity designated and communicated by the Board.  The Board shall, within ninety (90) days after the receipt of such written claim, send written notification to such Executive Officer as to its disposition, unless special circumstances require an extension of time for processing the claim.  If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial ninety (90)-day period.  In no event shall such extension exceed a period of ninety (90) days from the end of such initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Board expects to render the final decision.

In the event the claim is wholly or partially denied, the written notification shall state the specific reason or reasons for the denial, include specific references to pertinent Plan provisions on which the denial is based, provide an explanation of any additional material or information necessary for the Claimant to perfect the claim and a statement of why such material or information is necessary, and set forth the procedure by which and the time period within which the Claimant may appeal the denial of the claim (including a statement of the Claimant's right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") following an adverse benefit determination on review).  If the claim has not been granted and notice is not furnished within the time period specified in Section 9(b)(i)(A) hereof, the claim shall be deemed denied for the purpose of proceeding to appeal in accordance with Section 9(b)(ii) hereof.

In the event a Claimant wishes to appeal the denial of a claim, the Claimant may request a review of such denial by making written application to the Board or such other person or entity designated and communicated by the Board within sixty (60) days after receipt of the written notice of denial (or the date on which such claim is deemed denied if written notice is not received within the applicable time period specified in Section 9(i) above).  Such Claimant (or a duly authorized representative thereof) may, upon written request to the Board and at the Claimant's sole expense, review documents, records and other information which are pertinent to such claim, and submit in writing issues, comments, documents, records and other information in support of the Claimant's position.  Reasonable access to, and copies of, such documents, records and other information shall be provided by the Corporation to the Claimant upon request and free of charge.  Within sixty (60) days after receipt of the written appeal (unless an extension of time is necessary due to special circumstances or it is agreed to by the parties, but in no event more than one hundred and twenty (120) days after such receipt), the Board shall review the appeal (including all comments, documents, records and other information submitted by the Claimant relating to the claim) and notify the Claimant of its final decision.  Such final decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, and specific references to the pertinent Plan provisions on which the decision is based.  The decision also shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant's claim and state the Claimant's right to bring an action under Section 502(a) of ERISA.  If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Board expects to render the determination on review.

If a Claimant does not follow the procedures set forth in Sections 9(i) and 9(ii) above, the Claimant shall be deemed to have waived the right to appeal benefit determinations under the Plan.  In addition, the decisions, actions and records of the Board shall be conclusive and binding upon the Executive Officer and all persons having or claiming to have any right or interest in or under the Plan."

if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date; or

if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the NASDAQ Exchange or the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "1934 Act") on which the Common Stock is listed.

the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation;

the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock shares may then be listed; and

all other applicable laws, regulations, rules and orders which may then be in effect.

be made without shareholder approval if shareholder approval of the amendment is at the time required by the rules of any stock exchange on which the Common Stock may then be listed; or

otherwise amend the Plan in any manner that would cause the shares of Common Stock credited or issued and distributed under the Plan not to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3.