Directors. (A) directors of Amalco shall, until otherwise changed in accordance with the CBCA, consist of a minimum number of one director and a maximum number of 11 directors; # the number of directors on the board of directors of Amalco shall initially be set at three; and # the initial directors of Amalco immediately following the amalgamation shall be the directors of the Purchaser at the Effective Time;

Directors. The initial number of directors shall be nine (9) following the Effective Time and such initial directors of the Company shall be the Persons identified by GP by written notice to the Parties following the date hereof. Such persons shall include two (2) designees of [[Person A:Person]], in his capacity as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC, one (1) designee of Axar Capital Management, LP or its Affiliates and the Chief Executive Officer of the Company . Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and Bylaws.

Directors’ Fees. A Member may elect to reduce up to 100% of his or her Directors’ Fees in exchange for a Thrift Benefit under the Plan. The Bank will credit a Member's Account with an amount equal to the Directors’ Fees payable to the Member,

Executive Directors. Payouts under the Plan to any Participant who is classified as an “Executive Director” under the laws of England and Wales shall not exceed the levels or amounts set forth as maximums in various circumstances in the Non-Employee Director Compensation Policy approved by the shareholders of the Company.

Directors’ Fees. A Member may elect to reduce up to 100% of his or her Directors’ Fees in exchange for a Thrift Benefit under the Plan. The Bank will credit a Member's Account with an amount equal to the Directors’ Fees payable to the Member, multiplied by the percentage of Directors’ Fees elected by the Member to be deferred into the Plan for the calendar year.

Directors’ Access. Each director shall be entitled to examine the Books and shall have free access, at all reasonable times and with prior written notice, to any and all properties and facilities of the Group. The Company shall provide such information relating to the business affairs and financial position of the Group as any director may reasonably require. Any director may provide such information to a Shareholder.

New Directors. A person who first becomes a Director during a calendar year may elect to defer any of the types of compensation referred to in paragraph # above that is payable solely for services performed during the remainder of the calendar year after submission of the Participation Agreement, subject to all of the provisions of paragraph (a), except that the election shall be made prior to the date the person becomes a Director.

Directors’ Rights. No amendment, suspension or termination of the Plan shall affect any deferral already made, and in the event of any such change, any Deferred Fees credited to a Director’s account shall be paid as provided herein. No Director shall have any right or interest in the Plan or its continuance or in his or her continued participation in the Plan, other than in the Deferred Fees credited to his or her account. The existence of the Plan does not extend to any Director a right to continued Director status with the Company, and each Director is deemed to have agreed to the terms herein.

Outside Directors. For any calendar year, the value of Awards granted to an individual Outside Director may not exceed $600,000, calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes.

Nonemployee Directors. Notwithstanding anything in parts (a), (b), or (c) to the contrary, a Nonemployee Director at any time prior to his or her death, may assign all or any portion of an Award granted to him or her under the Plan to # his or her spouse or lineal descendant, # the trustee of a trust for the primary benefit of his or her spouse or lineal descendant or # a tax-exempt organization as described in Code [Section 501(c)(3)]. In such event, the spouse, lineal descendant, trustee, or tax-exempt organization shall be entitled to all of the rights of the Participant with respect to the assigned portion of such Award, and such portion of the Award shall continue to be subject to all of the terms, conditions and restrictions applicable to the Award as set forth herein, and in the related Award Agreement, immediately prior to the effective date of the assignment. Any such assignment shall be permitted only if # the Participant does not receive any consideration therefore, and # the assignment is expressly approved by the Committee or its delegate. Any such assignment shall be evidenced by an appropriate written document executed by the Participant, and a copy thereof shall be delivered to the Committee or its delegate on or prior to the effective date of the assignment.