Common use of DISTRIBUTION ELECTION Clause in Contracts

DISTRIBUTION ELECTION. (a) Those individuals that have the title of Senior Vice President or above or have a salary grade of X15 or above on the effective date of the Plan (“Eligible Executives”) may make distribution elections with respect to any Shares that may be granted to such individuals after such election and during the 2005 Year by filing a written distribution election with the Committee no later than 30 days following the effective date of the Plan. (b) For Years following 2005, Eligible Executives may file a written distribution election with the Committee no later than December 31 of the preceding Year that shall be applicable with respect to any Shares that may be granted to the Eligible Executive in all following Years. Except as otherwise provided in this Section 4.4, all distribution elections, once made, are irrevocable. (c) Upon an individual being employed as an Eligible Executive or an employee being promoted to a position where he or she is an Eligible Executive following the effective date of the Plan, such individual may make distribution elections for Shares to be granted to the Eligible Executive after such election and during such Year by filing with the Committee a distribution election, on a form provided by the Committee, no later than the last day of his or her Initial Election Period. Such election shall only apply to Shares granted to the Eligible Executive following the filing of the election. Distribution elections made pursuant to this subsection (c) shall be irrevocable, except as otherwise provided in this Section 4.4. (d) Any distribution election made under this Section 4.4 shall be irrevocable and shall apply to any Shares that may be granted to the Eligible Executive during subsequent Years until the Eligible Executive makes a new election; provided, however, that a distribution election may not be changed for the first Year with respect to which the Eligible Executive files a distribution election after the election is filed. With respect to subsequent Years, a distribution election may not be changed except as follows. An Eligible Executive may make changes to his or her election, subject to the limitations set forth in this Article 4, to change the distribution under a previous election by filing with the Committee on forms provided by the Committee, a new election on or before the December 31 preceding the Year for which the new election is to apply. Such distribution election shall only apply with respect to Shares granted in subsequent Years following the Year in which the new election is filed. (e) If an Eligible Executive does not elect to file a distribution election with respect to Shares granted during one or more Years, such Shares will be paid in accordance with the Plan’s default form of distribution specified in Section 4.7.

DISTRIBUTION ELECTION. The Deferred Stock Unit Award granted under this Agreement shall be distributed following the Grantee’s Termination of Board Membership in accordance with (ai) Those individuals that have the title of Senior Vice President or above or have a salary grade of X15 or above on Grantee’s Initial Election, filed in connection with the effective date of first Deferred Stock Unit Award granted to the Grantee pursuant to the Plan (“Eligible Executives”or the Default Election, if no timely Initial Election was made) or (ii) the most recent Distribution Election Modification Form applicable to this Deferred Stock Unit Award. The Grantee may make distribution elections with respect elect to change the time or form of payment for any Shares that may be granted to such individuals after such election and during the 2005 Year future Deferred Stock Unit Award by filing a written distribution election Distribution Election Modification Form, in the form attached hereto as Exhibit A, with the Committee Company. The most recent Distribution Election Modification Form (or, if none, the Initial Election or Default Election) will remain in effect until the Grantee files in accordance with this Agreement, a Distribution Election Modification Form. A Distribution Election Modification Form may be filed at any time prior to, and must be filed no later than 30 days following the effective than, December 31, or such earlier date of the Plan. (b) For Years following 2005, Eligible Executives may file a written distribution election with the Committee no later than December 31 of the preceding Year that shall be applicable with respect to any Shares that may be granted to the Eligible Executive in all following Years. Except as otherwise provided in this Section 4.4, all distribution elections, once made, are irrevocable. (c) Upon an individual being employed as an Eligible Executive or an employee being promoted to a position where he or she is an Eligible Executive following the effective date of the Plan, such individual may make distribution elections for Shares to be granted to the Eligible Executive after such election and during such Year by filing with the Committee a distribution election, on a form provided prescribed by the Committee, no later than of the last day of his or her Initial Election Period. Such election shall only apply to Shares granted calendar year prior to the Eligible Executive following the filing calendar year of the election. Distribution elections made pursuant to this subsection (c) shall be irrevocable, except as otherwise provided in this Section 4.4. (d) Any distribution election made under this Section 4.4 shall be irrevocable and shall apply to any Shares that may be granted to date of grant of the Eligible Executive during subsequent Years until the Eligible Executive makes a new election; provided, however, that a distribution election may not be changed for the first Year Deferred Stock Unit Award with respect to which the Eligible Executive files modification is to be effective and will become irrevocable as of such December 31 or earlier date. Any such Distribution Election Modification Form shall apply to all of the Grantee’s deferred stock unit awards granted in calendar years subsequent to the calendar year of filing of such election, unless and until a new Distribution Election Modification Form is filed with the Company. If the Grantee submits a completed Distribution Modification Election Form that is not timely or makes a distribution election after not otherwise permitted by the Plan, such form will be disregarded, such new election is filedwill be ineffective and the Grantee’s election (including the Default Election) in effect at the time that the Grantee submitted such form will remain in effect. With respect Any election pursuant to subsequent Years, a distribution election this Section 4 may not be changed except as follows. An Eligible Executive may make changes to his or her election, subject to the limitations set forth in this Article 4, to change the distribution under a previous election by filing with the Committee on forms provided by the Committee, a new election on or before the December 31 preceding the Year last permissible date for which the new election is to apply. Such distribution election shall only apply with respect to Shares granted in subsequent Years following the Year in which the new election is filedfiling such election. (e) If an Eligible Executive does not elect to file a distribution election with respect to Shares granted during one or more Years, such Shares will be paid in accordance with the Plan’s default form of distribution specified in Section 4.7.