Payment of a participating Director’s Deferred Compensation Account shall be made or commence to be made in cash prior to January 31 in each year in which a payment is to be made in accordance with the Director’s deferral election. Payment of a Director’s Stock Units attributable to a deferral of Director’s Fees shall also be made at such time except that, if the applicable January 31 occurs within the six (6)-month period beginning on the last date on which Director’s Fees have been converted into Stock Units on behalf of the Director and to the extent the Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, then payment of the Director’s Stock Units shall be made on the last day of the month in which such six (6)-month period expires. Notwithstanding the previous sentence, Stock Unit payments shall be made following the Director’s death, Disability or the date the Director Separates from Service, without regard to whether such six (6)-month period has expired. A Director shall continue to be credited with Dividend Equivalents during any such delay in payment. For the purpose of payment, Stock Units shall be paid in whole shares of the Company’s common stock corresponding to the Value on the applicable Valuation Date, with any fractional shares payable in cash; provided, however, that any payment based on a Separation from Service prior to May 8, 2014 is subject to the terms of the Plan then in effect.

Deferred Compensation Account. Interest shall be credited on the balance of each participating Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar quarter during the deferral period shall be computed at seventy percent (70%) of the higher of the following averages: # the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official publication of the Federal Reserve System), or # the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at one-hundred twenty percent (120%) of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter.

Deferred Compensation Account. Except with respect to Deferred Amounts which a Monthly Deferral Participant elects to have credited in Shares in accordance with [subsection 5.2] hereof, the Deferred Amount shall be denominated in U.S. dollars and credited to the Participant's Deferred Compensation Account pursuant to [subsection 7.1] hereof.

Form of Payment. Each Actual Award shall be paid in cash (or its equivalent) or in Share-based awards (or a combination thereof) in a single lump sum, except as otherwise determined by the Administrator. To the extent an Actual Award is paid in whole or in part in the form of Share-based award, such awards shall be granted under an equity incentive plan maintained by the Company for the payment or awarding of Shares.

FORM OF PAYMENT. Payment of Restricted Stock Units shall be made in the form of cash for each Restricted Stock Unit that is payable. The amount of the payment that you will receive with respect to the Restricted Stock Units shall be determined by multiplying the number of Restricted Stock Units by the Fair Market Value of one (1) share of [[Bank of America:Organization]] common stock on the Payment Date.

Form of Payment. On the Closing Date (as defined below), # the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and # the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

Form of Payment. Unless an Employee makes an effective election pursuant to paragraph (B)(i) below, such benefits shall be paid as a 50% Survivor Benefit in accordance with the principles of Section IX.1 and other provisions of the GE Pension Plan applicable thereto (for Employees who are married at the time their Supplementary Pension begins) or as a single life annuity in accordance with the principles of [Section XV, X.11] and other provisions of the GE Pension Plan applicable thereto (for Employees who are not married at the time their Supplementary Pension begins); provided, however, that:

Form of Payment. Payment, if any, with respect to an SAR settled in accordance with Section 7.6 of the Plan shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares, or a combination thereof, as the Committee determines.

Form of Payment. Each Actual Award will generally be paid in cash (or its equivalent) in a single lump sum.

Except as otherwise expressly provided in Section 6 below, the Conversion Date Present Value shall be deemed credited to a book-entry account for the benefit of Executive (the “Excess Benefit Account”), which shall be administered as though such account were a Deferred Account under the Protective Life Corporation Deferred Compensation Plan for Officers, as amended and restated effective as of January 1, 2009, and as may be amended from time to time (the “Deferred Compensation Plan”). Executive shall have the same rights and privileges with respect to the Excess Benefit Account as are available to participants under the Deferred Compensation Plan in respect of any Deferral Account, including, but not limited to, the right to direct the deemed investment of the Excess Benefit Account.

Deferred Compensation Account – The Company shall maintain a Deferred Compensation Account in the name of each Monthly Deferral Participant who elects to have a Deferral Amount credited in cash pursuant to Section 4 hereof for a given Plan Year. The Deferred Compensation Account shall be denominated in U.S. dollars, rounded to the nearest whole cent. For each month, Deferral Amounts allocated to a Deferred Compensation Account shall be credited to the Deferred Compensation Account as of the last Business Day of the month.

“Account” means one or more deferred compensation accounts maintained for each Participant under the Plan. A Participant’s Account shall consist of a Deferred Compensation Account and the Deferred Stock Account as described in Section 5 hereof.

Section # Base Salary. The total annual base salary payable to such Employee at the rate in effect on the Date of Termination. Base Salary shall not be reduced for any salary reduction contributions: # to cash or deferred arrangements under Code § 401(k), (b) to a cafeteria plan under Code § 125, or # to a nonqualified deferred compensation plan. Base Salary shall not take into account any bonuses, reimbursed expenses, credits or benefits (including benefits under any plan of deferred compensation), or any additional cash compensation or compensation payable in a form other than cash.