Subject to Section 12 hereof, with respect to a Director who first became a member of the Board prior to January 1, 2009, Plan benefits will be paid in cash at the end of each calendar quarter commencing with the last day of the first full calendar quarter following the date such Director terminates service on the Board. Benefit payments shall continue for the life of such Director and terminate at death; provided, however, that benefit payments shall terminate prior to death once such Director has received sixty (60) quarterly payments. No payment shall be made for any portion of the quarter in which benefit payments hereunder are terminated due to such Director’s death.

Benefit Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under COBRA, Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment, until the earlier to occur of: # twelve (12) months following Executive’s termination date, or # the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if

Benefit Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under COBRA, Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment, until the earlier to occur of: # twelve (12) months following Executive’s termination date, or # the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if Executive’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse tax consequences to Executive, Company shall, in lieu of the COBRA Payment, provide Executive with an equivalent monthly cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Executive is eligible to receive the COBRA Payment. Executive shall bear full responsibility

Benefit Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under COBRA, Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment, until the earlier to occur of: # twelve (12) months following Executive’s termination date, or # the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if Executive’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse tax consequences to Executive, Company shall, in lieu of the COBRA Payment, provide Executive with an equivalent monthly cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Executive is eligible to receive the COBRA Payment. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.

Commencement of Benefit Payments. Except as provided in Paragraph (c), benefits payable to a Participant under Sections 5.2 and 5.3 shall commence as soon as practicable after the Participant’s Separation from Service. Benefits payable to a vested Participant under Section 5.4 shall commence on the first day of the month following the Participant’s sixty-fifth (65th) birthday. All payments shall be made as of the first day of the month.

Commencement of Benefit Payments. Except as provided in Paragraph (c), benefits payable to a Participant under Sections 6.2 and 6.3 shall commence as soon as practicable after the Participant’s Separation from Service but not later than the rules prescribed under [section 409A] of the Code. Benefits payable to a vested Participant under Section 6.4 shall commence on the first day of the month following the Participant’s sixty-fifth (65th) birthday. All payments shall be made as of the first day of the month.

Commencement of Benefit Payments. Benefits shall be paid as follows:

Any payments hereunder will not be used [[Address A:Address]] considered in the computation [[Address A:Address]] accrual of benefits under any other benefit plan [[Address A:Address]] program except to the extent explicitly permitted in such plan [[Address A:Address]] program. In the event that you die before receiving all of the payments [[Address A:Address]] services due to you under this Plan, any remaining payments will be paid to your estate and all services shall terminate without the provision of any additional services [[Address A:Address]] cash value to your estate.

Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.

Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.