exv10w1






Exhibit 10.1



2009 Board Compensation Election Form

(Revised May 2009)



 





Name (Last, First, Middle Initial)




Annual Retainer for all Directors


I irrevocably elect to receive my base 2009 annual retainer fee in the form of: (check one)




	o	 	Cash Only ($60,000);
	 
	o	 	Stock Only — such number of shares of common stock of the Company equal in aggregate value to
$75,000, valued at the closing price on the New York Stock Exchange on the day on which such
board compensation is payable; or
	 
	o	 	$20,000 cash plus such number of shares of common stock of the Company equal in aggregate value
to $55,000, valued at the closing price on the New York Stock Exchange on the day on which such
board compensation is payable.




Additional Retainer for Chairman of the Board


I irrevocably elect to receive my 2009 additional retainer for service as the Chairman of the Board
in the form of: (check one)




	o	 	Cash Only ($50,000); or
	 
	o	 	Such number of shares of common stock of the Company equal in aggregate value to $62,500, valued
at the closing price on the New York Stock Exchange on the day on which the board compensation
is payable.




Additional Retainer for Chairperson of Audit and Finance Committee


I irrevocably elect to receive my 2009 additional retainer for service as the Chairperson of the
Audit and Finance Committee in the form of: (check one)




	o	 	Cash Only ($15,000); or
	 
	o	 	Such number of shares of common stock of the Company equal in aggregate value to $18,750, valued
at the closing price on the New York Stock Exchange on the day on which the board compensation
is payable.




Additional Retainer for Chairperson of Compensation Committee


I irrevocably elect to receive my 2009 additional retainer for service as the Chairperson of the
Compensation Committee in the form of: (check one)




	o	 	Cash Only ($7,500); or
	 
	o	 	Such number of shares of common stock of the Company equal in aggregate value to $9,375, valued
at the closing price on the New York Stock Exchange on the day on which the board compensation
is payable.




Additional Retainer for Chairperson of Governance Committee


I irrevocably elect to receive my 2009 additional retainer for service as the Chairperson of the
Governance Committee in the form of: (check one)




	o	 	Cash Only ($5,000); or
	 
	o	 	Such number of shares of common stock of the Company equal in aggregate value to $6,250, valued
at the closing price on the New York Stock Exchange on the day on which the board compensation
is payable.



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Each director shall also receive an annual grant of common stock equal to $100,000 in connection
with his or her re-election to the Board each year.


I understand that my retainer election hereunder excludes reimbursed expenses. I also understand
that I am agreeing to retain ownership of any shares I receive, including shares received in
connection with any annual grant of common stock, until the earlier of five years or retirement
from the board.



INSTRUCTIONS FOR DELIVERY OF SHARES (if electing to receive shares)


Please deliver my shares to the following brokerage account:



Broker DTC number:                                                             


My personal account number:                                                             


Broker’s name and phone number:                                                             


	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:
	 	 	 	 
	 
	 	 	 	 
	 
	 

Signature of Participant	 	 

Date
	 	 






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