|                                                                                                                                      |   |                                                                                                                                                                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| $50,000                                                                                                                                   |   | Base      cash annual retainer payable in twelve equal installments;                                                                                                                                                               |
| 1,000      Shares(in      effect throughDecember      31, 2008)Approximately      $80,000of      shares (effective January 1, 2009)  |   | Shares      of the Company’s common stock to be awarded to newDirectors      upon election and annually to all Directors on or aboutJanuary      1 of each year;                                                             |
| $1,500                                                                                                                                    |   | Fee      for attendance (in person or telephonically) at each meeting      ofthe      Board;                                                                                                                                       |
| $1,500                                                                                                                               |   | Fee      for attendance (in person or telephonically) at each meeting      ofBoard      Committees;                                                                                                                                |
| $20,000                                                                                                                                   |   | Additional      annual cash retainer for Lead Director;                                                                                                                                                                            |
| $15,000                                                                                                                                   |   | Additional      annual cash retainer for Audit and Risk Committee Chairman;                                                                                                                                                        |
| $10,000                                                                                                                                   |   | Additional      annual cash retainer for all other Committee Chairmen(currently      Human Resources Committee, Nominating and CorporateGovernance      Committee, Nuclear Oversight Committee and Public Policy      Committee);  |
| $10,000                                                                                                                                   |   | Additional      annual cash retainer for Audit and Risk Committeemembers;      and                                                                                                                                                 |
| $5,000                                                                                                                                    |   | Additional      annual cash retainer for members of all other Committees;Customary      and usual travel expenses to be reimbursed and eligibility toparticipate      in a nonqualified deferred compensationprogram.                   |