Amended and Restated - Compensation Plan for Directors



 Exhibit 10.40 
 RADIAN VOLUNTARY DEFERRED 
 COMPENSATION PLAN FOR
DIRECTORS 
 Amended and Restated Effective November 9, 2009 
 Adopted by the Board of Directors on November 9, 2009 
 Radian Group Inc. (“Company”) currently maintains the Radian Voluntary Deferred Compensation Plan for Directors (“Plan”). The Plan was originally established by the Company’s
Board of Directors effective October 19, 1999. The Plan was amended and restated to be effective December 12, 2005 (“2005 Plan”) in an effort to incorporate the requirements of section 409A of the Internal Revenue Code of 1986,
as amended (“Code”). The Plan was again amended and restated as of January 1, 2008 to comply with section 409A of the Code, to provide for transition elections under section 409A of the Code and to make other appropriate changes.

 The Plan has been operated in good faith compliance with the requirements of section 409A of the Code since December 31, 2004. No
amounts, including amounts that were earned and vested as of December 31, 2004, are intended to be “grandfathered” for purposes of section 409A of the Code. 
 ARTICLE I - Definitions 
 Section 1.01 “Account” shall mean a bookkeeping
record of the accumulated contributions determined for each Participant, including any earnings credited to or debited from such contributions. A Participant’s Account shall be fully vested and nonforfeitable at all times. 
 Section 1.02 “Benefit Commencement Date” means the date irrevocably elected by the Participant pursuant to Section 2.04, or such later
date as elected by the Participant pursuant to Section 2.05. As part of Participant’s initial deferral election made with respect to Compensation earned in a given Plan Year, the Participant may elect a specific distribution date or may
elect to commence distribution of his or her benefits under the Plan upon Separation from Service. If a Participant does not make an election to commence payment upon his or her Separation from Service in the initial deferral election, the
Participant may not later make an election to commence payment upon Separation from Service pursuant to a re-deferral election under Section 2.05. 
 Section 1.03 “Board” means the Board of Directors of Radian Group Inc. 
 Section 1.04 “Code” means the Internal Revenue Code of 1986, as amended. 
 Section 1.05 “Company” means
Radian Group Inc., a Delaware corporation, and its corporate successors and assigns. 
 Section 1.06 “Committee” means the
Compensation and Human Resources Committee of the Board. 







 Section 1.07 “Compensation” means the annual fee, meeting fees, any chairmanship fees and any
other cash compensation payable to Participants for services completed during the Plan Year for their services as a member of the Board. 
 Section 1.08 “Contingent Deferred Obligation” means the total amount of the Company’s contingent liability for payment of deferred benefits under the Plan. 
 Section 1.09 “Deferred Compensation” means the amount of Compensation that a Participant has irrevocably elected to defer under the terms of this Plan. 
 Section 1.10 “Director” means a director of the Company who is not an employee of the Company or any of its Subsidiaries. 
 Section 1.11 “Disabled” or “Disability” means a physical or mental condition of a Participant resulting from bodily injury,
disease, or mental disorder which renders the Participant incapable of continuing any gainful occupation and which condition constitutes total disability under the federal Social Security Act then in effect. A determination of Disability shall be
made in accordance with the requirements of section 409A of the Code. 
 Section 1.12 “Participant” means a Director who elects
to participate in the Plan, and further differentiated as follows: 
 (a) “Active Participant”: A Participant who is a
Director at the time in question. 
 (b) “Inactive Participant”: A Participant who is not a Director at the
time in question (including as a result of the Participant’s death or Disability). 
 Section 1.13 “Plan” means this
Voluntary Deferred Compensation Plan for Directors, as it may be amended from time to time. 
 Section 1.14 “Plan Year” means the
calendar year during which a Participant’s Compensation is earned. 
 Section 1.15 “Separation from Service” means a
Director’s separation from service as a member of the Board which constitutes a “separation from service” for purposes of section 409A of the Code. 
 Section 1.16 “Subsidiary” means a company of which the Company owns, directly or indirectly, at least a majority of the shares having voting power in the election of directors or other
governing body. 
  

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 ARTICLE II - Designation of Participants and Payment of Account 
 Section 2.01 Each individual who is eligible to participate in the Plan shall complete such forms and provide such data as are reasonably required by
the Committee as a precondition to Plan participation. 
 Section 2.02 
 (a) Each Participant must fully complete the deferral election form provided by the Company, irrevocably electing to reduce his or her
Compensation by an amount equal to between 10% and 100% in increments of 5% only. By making such election, the Participant shall for all purposes be deemed conclusively to have consented to the provisions of the Plan and to all subsequent amendments
thereto. Such forms must be filed prior to January 1 of the Plan Year for which the election is to be effective, or at such earlier time as may be set by the Committee in its sole discretion. 
 (b) Notwithstanding the foregoing, if an individual first becomes a Director in the middle of a Plan Year, the Director may elect to defer a
percentage of his or her Compensation for such Plan Year so long as the Director files the deferral election form provided by the Company, irrevocably electing to reduce his or her Compensation by an amount equal to between 10% and 100% in
increments of 5% only, on or before the date that is 30 days after the date on which the individual first becomes a Director. The deferral election shall apply only to Compensation earned with respect to services performed after the date on which
the Director files his or her deferral election form. 
 (c) A separate deferral election must be filed for each Plan Year.

 Section 2.03 A Participant may elect to receive his or her Account balance in a single sum payment or annual installment payments over a
term of ten years. Subject to Section 2.05, the form in which the Participant elects to receive payment of his or her Account balance shall be irrevocably elected on the Participant’s deferral election form as described in
Section 2.02 above. 
 Section 2.04 
 (a) On the Plan deferral election form described in Section 2.02, a Participant may elect to receive or commence payment of his or her Account balance, in the form elected in Section 2.03,
either (i) in January of any year which is at least two years following the Plan Year for which such election is made, (ii) for Participants who have a Separation from Service on or before December 31, 2008, in January of the year
immediately following his or her Separation from Service, or (iii) for Participants who have a Separation from Service after December 31, 2008, within 30 days after the last day of the month in which his or her Separation from Service
occurs. 
 (b) Subject to Section 2.05, the date on which the Participant irrevocably elects to receive, or commence
receiving, payment of his or her Account balance shall be elected on the Participant’s deferral election form as the Benefit Commencement Date. However, subject to Section 2.05(e), if the Participant designates a specified date as the
Benefit Commencement Date

  

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and the Participant’s service with the Board terminates before that specified date as a result of the Participant’s death, Disability, or Separation from Service, the Benefit
Commencement Date shall be the first to occur of (i) the specified date, (ii) in the event of the Participant’s death, the date described in Section 4.01, (iii) in the event of the Participant’s Disability, the date
described in Section 5.03(a), or (iv) in the event of the Participant’s Separation from Service, the date described in Section 5.03(b). 
 Section 2.05 
 (a) A Participant shall have the option of postponing an
elected Benefit Commencement Date by making an irrevocable election to defer payment at least 12 full months before distributions under the Plan related to that Benefit Commencement Date are scheduled to commence. Such re-deferral shall be for at
least five years from the year of the Benefit Commencement Date, and shall not take effect until at least 12 months after the date on which the re-deferral election is made. A Participant may not, in connection with a re-deferral made under this
Section 2.05, elect to receive a distribution of amounts related to a Benefit Commencement Date upon his or her Separation from Service. 
 (b) If a Participant elected Separation from Service as the Benefit Commencement Date on his or her original deferral election form, the Participant may re-defer the Benefit Commencement Date only if such
re-deferral is for at least five years from the Participant’s Separation from Service. If the Participant has a Separation from Service within 12 months after the date on which the re-deferral election is made, the re-deferral election shall be
disregarded for purposes of determining the Participant’s Benefit Commencement Date. 
 (c) In connection with a
re-deferral election under this Section 2.05, a Participant may also change the form in which the Participant elected to receive his or her Account balance under Section 2.03 at the applicable Benefit Commencement Date. 
 (d) A Participant may postpone his or her elected Benefit Commencement Date and change the form of payment relating to that Benefit
Commencement Date on one or more occasions in accordance with this Section 2.05. A Participant shall make the elections on a form designated by the Committee. 
 (e) For re-deferral elections made after December 31, 2008, the Participant’s new Benefit Commencement Date (as designated in the re-deferral election) shall not be accelerated if the
Participant has a Separation from Service, other than on account of Disability or death or as otherwise permitted by section 409A. 
 (f) Notwithstanding the foregoing, elections may be made on or before December 31, 2008 under the transitional rules set forth in section 409A, pursuant to Section 2.06 below. 
 Section 2.06 To the extent permitted under section 409A and the regulations issued thereunder, Participants may make new payment elections on or before
December 31, 2008 with respect to the time and form of payment of deferral amounts, provided that a Participant shall not be permitted in calendar year 2008 (i) to change payment elections with respect to amounts that the

  

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Participant would otherwise receive in 2008 or (ii) to cause payments to be accelerated into 2008. The Committee shall determine the available payment forms, times, and other terms relating
to new payment elections made under the 409A transition rules. 
 ARTICLE III - Contingent Future Payments, Earnings, Investments and
Forfeitures 
 Section 3.01 The Committee shall cause an Account to be kept in the name of each Participant, which shall reflect the
value of the Contingent Deferred Obligation payable to such Participant or beneficiary under the Plan. Each Account shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any
actual funds or assets. 
 Section 3.02 
 (a) As soon as practicable after each year, each Active Participant’s Account shall be credited with earnings and debited with losses in accordance with the rate of return option elected by the
Participant. The rate of return options available under the Plan are: 
 (i) For investment elections in effect prior to
January 1, 2008, an annual rate of return equal to 200 basis points in excess of the average yield on 30-year U.S. Treasuries in effect on the last business day of each month of the year. 
 (ii) For investment elections in effect prior to January 1, 2008, an annual rate of return equal to the change in the market value of
the Company’s Common Stock (positive or negative) for the year. 
 (iii) The return on a hypothetical investment in one or
more investment funds designated by the Committee, which constitute a “predetermined actual investment” as described in the regulations issued under section 409A of the Code. 
 (b) Under alternative 3.02(a)(iii), beginning January 1, 2008, each Active Participant may select one investment fund from those
designated by the Committee for purposes of measuring investment return for the investment of the Participant’s Deferred Compensation for each Plan Year. The Participant may select different investment funds for different Plan Years’
Deferred Compensation, but only one investment fund for each Plan Year’s Deferred Compensation. The investment funds shall be used only for purposes of measuring the return on the Participant’s Account, and no Participant shall have any
interest in any actual investment fund. The Company shall calculate the return on the hypothetical investments in investment funds on a quarterly or more frequent basis. 
 (c) The Committee shall establish procedures by which Active Participants can change their investment elections among the available investment alternatives, with such changes to be effective as of the
first day of the calendar quarter following the date of the election, except as otherwise determined by the Committee. Any changes with respect to the Common Stock investment return shall be subject to applicable securities laws and Company
policies. 
  

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 (d) Effective January 1, 2008, for elections made in December 2007 and thereafter, no
Participant may make a new election (including a re-deferral election) to designate an investment return based on alternative 3.02(a)(i) or 3.02(a)(ii). Elections in effect prior to January 1, 2008 with respect to alternative 3.02(a)(i) or
3.02(a)(ii) shall remain in effect according to their terms, unless the Active Participant elects to designate an investment fund for measuring investment return as described in alternative 3.02(a)(iii) above. 
 Section 3.03 
 (a) For
Participants who are Inactive Participants as of January 1, 2008, as soon as practicable after each year, each Inactive Participant’s Account shall be credited with earnings based upon the average yield on 5-year U.S. Treasuries on the
last business day of each month of such year plus 100 basis points. 
 (b) For Participants who become Inactive Participants on
or after January 1, 2008, each Inactive Participant’s Account shall be credited with earnings or losses in accordance with the investment direction provisions set forth in Section 3.02 through the last day of the month in which the
Participant’s Separation from Service occurs. Earnings or losses shall be credited to an Inactive Participant’s Account for the period following the last day of the month in which the Participant’s Separation from Service occurs until
the date upon which the Participant’s Account balance is distributed, as follows: 
 (i) If a Participant has a Separation
from Service on or before December 31, 2008, and the Participant has elected to receive his or her Account in a single lump sum, the Participant’s Account shall be credited with earnings or losses based upon the return of a hypothetical
bond fund designated by the Committee until the date upon which the Participant’s Account balance is distributed. 
 (ii)
If a Participant has a Separation from Service after December 31, 2008, and the Participant has elected to receive his or her Account in a single lump sum, no additional earnings or losses shall be credited to the Participant’s Account.
The Participant’s Account balance shall be distributed pursuant to Section 5.03(b) based upon the value of his or her Account on the last day of the month in which the Participant’s Separation from Service occurs. 
 (iii) If the Participant has elected to receive his or her Account in annual installments, the Participant’s Account shall be credited
with earnings or losses based upon the return of a hypothetical bond fund designated by the Committee until the date upon which the Participant’s Account balance is distributed. 
 (c) A Participant who ceases being a Director shall have the rate of return that he or she selected in accordance with Section 3.02
applied to his or her Deferred Compensation until the date on which the Participant terminates status as a Director. The rate of return for Inactive Participants provided under this Section 3.03 shall be applied to his or her Deferred
Compensation from the date on which the Participant terminates status as a Director until such Deferred Compensation is distributed. 
  

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 Section 3.04 Each Participant’s Account shall be credited with the amount of Deferred Compensation
for a Plan Year as of the date such Deferred Compensation would have been paid to the Participant had it not been deferred in accordance with this Plan. All earnings or losses thereon shall be prorated accordingly. 
 Section 3.05 Subject to Section 3.03, if a Participant receives a distribution from his or her Account, the Company shall credit earnings or
losses on the Participant’s Account for the portion of the year preceding the distribution date. 
 Section 3.06 Title to and
beneficial ownership of any assets, whether cash or investments, which the Company may set aside or earmark to meet its Contingent Deferred Obligation hereunder, shall at all times remain in the Company. All Plan Participants and beneficiaries are
general unsecured creditors of the Company with respect to the benefits due hereunder and the Plan constitutes an agreement by the Company to make benefit payments in the future. It is the intention of the Company that the Plan be considered
unfunded for tax purposes. 
 Section 3.07 In order to meet its Contingent Deferred Obligations hereunder, funds may be set aside or
earmarked by the Company. These funds may be kept in cash, or invested and reinvested, at the discretion of the Committee. The Company may, but is not required to, establish a grantor trust which may be used to hold assets of the Company which are
maintained as reserves against the Company’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Company’s creditors. To the extent such trust or other vehicle is established, and
assets contributed, for the purpose of fulfilling the Company’s obligation hereunder, then such obligation of the Company shall be reduced to the extent such assets are utilized to meet its obligations hereunder. 
 ARTICLE IV - Death Benefits 
 Section 4.01 In the event that a Participant dies prior to his or her Benefit Commencement Date, the Participant’s Account shall accrue earnings or losses thereafter in accordance with Section 3.03. The death benefit shall be
paid as follows: (i) if the Participant dies on or before December 31, 2008, the beneficiary shall receive as a death benefit a single sum equal to the entire value of the Account in January of the year immediately following the
Participant’s death, and (ii) if the Participant dies after December 31, 2008, the beneficiary shall receive as a death benefit a single sum equal to the entire value of the Account within 30 days after the last day of the month in
which the Participant’s death occurs. 
 Section 4.02 In the event that a Participant dies after his or her Benefit Commencement Date,
the beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the Account within 60 days following the Participant’s death. 
 ARTICLE V - Payment of Benefits 
 Section 5.01 
 (a) A Participant shall be paid the value of his or her Account (or portion thereof) beginning within 60 days after the Benefit Commencement
Date in a single sum or in periodic

  

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installment payments payable annually for ten years as irrevocably elected by the Participant. The Participant’s Account will continue to be credited with earnings or losses calculated in
accordance with Section 3.03 until the Participant’s entire Account balance is distributed. 
 (b) If the Participant has elected to
receive his or her Account in annual installments, the first annual installment shall become payable on the Benefit Commencement Date. All subsequent installment payments shall be made each year on the anniversary of the Benefit Commencement Date
under this Section 5.01(b). The Participant’s Account will continue to be credited with earnings or losses calculated in accordance Section 3.03 until the Participant’s entire Account balance is distributed. Each annual payment
shall be calculated by dividing the remaining value of the Account (or portion thereof) by the number of remaining annual installment payments to be made to the Participant. 
 Section 5.02 A Participant’s death benefit shall be payable to the Participant’s beneficiary as set forth in Article IV. 
 Section 5.03 
 (a) In the event of the Participant’s Separation from
Service on account of Disability prior to his or her selected Benefit Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted as follows: (i) for Participants who have a Separation from Service on or before
December 31, 2008, to January of the year immediately following his or her Separation from Service, and (ii) for Participants who have a Separation from Service after December 31, 2008, the Benefit Commencement Date shall be adjusted
to a date that is within 30 days after the last day of the month in which his or her Separation from Service occurs. 
 (b)
Subject to Section 2.05(e) and Section 5.03(d), in the event of the Participant’s Separation from Service as a member of the Board prior to his or her selected Benefit Commencement Date other than on account of death or Disability,
the Participant’s Benefit Commencement Date shall be adjusted as follows: (i) for Participants who have a Separation from Service on or before December 31, 2008, to January of the year immediately following his or her Separation from
Service, and (ii) for Participants who have a Separation from Service after December 31, 2008, the Benefit Commencement Date shall be adjusted to a date that is within 30 days after the last day of the month in which his or her Separation
from Service occurs. 
 (c) The Participant’s Account shall be paid in the form elected by the Participant on his deferral
election form pursuant to Section 2.03 (i.e., in a single sum payment or annual installment payments over a term of ten years). 
 (d) Notwithstanding the foregoing, if a Participant made a re-deferral election under Section 2.05 after December 31, 2008 with respect to deferral amounts, the Participant’s Account
attributable to such re-deferred amounts may not be distributed until the Benefit Commencement Date designated in the re-deferral election, except in the event of the Participant’s Disability or death or as otherwise permitted by section 409A.

  

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 Section 5.04 A Participant may elect to be paid all or any part of such amounts plus earnings thereon
in the event such funds are needed in connection with an “unforeseeable emergency” (as determined by the Committee in accordance with applicable law). For purposes of this Section 5.04, an “unforeseeable emergency” is a
severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in section 152 of the Code,
without regard to sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Unforeseeable emergency shall be administered in accordance with section 409A of the Code. 
 Section 5.05 Any claim by a Participant or a beneficiary (hereafter the “Claimant”) for benefits shall be submitted in writing to the
Committee. 
 (a) The Committee shall be responsible for deciding whether such claim is payable, or the claimed relief otherwise
is allowable, under the provisions and rules of the Plan (a “Covered Claim”). The Committee otherwise shall be responsible for providing a full review of the Committee’s decision with regard to any claim, upon a written request.

 (b) Each Claimant or other interested person shall file with the Committee such pertinent information as the Committee may
specify, and in such manner and form as the Committee may specify; and such person shall not have any rights or be entitled to any benefits, or further benefits, hereunder, as the case may be, unless the required information is filed by the Claimant
or on behalf of the Claimant. Each Claimant shall supply, at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered Claim or if the
Claimant shall fail to furnish such proof as is requested, no benefits, or no further benefits, hereunder, as the case may be, shall be payable to such Claimant. 
 (c) Notice of any decision by the Committee with respect to a claim generally shall be furnished to the Claimant within 90 days following the receipt of the claim by the Committee (or within
90 days following the expiration of the initial 90 day period in any case where there are special circumstances requiring extension of time for processing the claim). If special circumstances require an extension of time for processing the
claim, written notice of the extension shall be furnished by the Committee to the Claimant. 
 (d) Commencement of benefit
payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim shall be wholly or partially denied, such notice shall be in writing. If the Committee fails to notify the Claimant of the
decision regarding their claim in accordance with this section, the claim shall be “deemed” denied, and the Claimant then shall be permitted to proceed with the claims review procedure provided for herein. 
 (e) Within 60 days following receipt by the Claimant of notice of the claim denial, or within 60 days following the date of a
deemed denial, the Claimant may appeal denial of the

  

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claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully review the decision denying the claim. The decision of the
Committee then shall be made within 60 days following receipt by the Committee of a timely request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring an extension of time for
reviewing such denied claim). The Committee shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review. 
 (f) For all purposes under the Plan, the decision with respect to a claim (if no review is requested) and the decision with respect to a
claims review (if requested), shall be final, binding and conclusive on all Participants, beneficiaries and other interested parties, as to all matters relating to the Plan and Plan benefits. Further, each claims determination under the Plan shall
be made in the absolute and exclusive discretion and authority of the Committee. 
 Section 5.06 If a Participant or beneficiary entitled
to receive any benefits hereunder is a minor or is determined to be legally incapable of giving valid receipt and discharge for such benefits, benefits will be paid to such person as the Committee may designate for the benefit of such Participant or
beneficiary. Such payments shall be considered a payment to such Participant or beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 
 Section 5.07 The Committee shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s
beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Company’s or the Committee’s records. If the Committee is unable to locate such a person entitled
to benefits hereunder, or if there has been no claim made for such benefits, the Company shall continue to hold the benefit due such person, subject to any applicable state escheat laws. 
 ARTICLE VI - Beneficiary Designation 
 Section 6.01 A Participant may designate a
beneficiary and a contingent beneficiary as part of his or her deferral election. Any beneficiary designation hereunder shall remain effective until changed or revoked. 
 Section 6.02 A beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Company. 
 Section 6.03 If the Participant dies without having designated a beneficiary or if the Participant dies and the beneficiary so named by the Participant
has predeceased the Participant, then the Participant’s estate shall be deemed to be the beneficiary. 
 ARTICLE VII - Administration

 Section 7.01 The books and records to be maintained for the purpose of the Plan shall be maintained by the officers and employees of
the Company at its expense and subject to the supervision and control of the Committee. The Company shall pay all expenses of administering the Plan either from funds set aside or earmarked under the Plan or from other funds. 
  

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 Section 7.02 To the extent permitted by law, the right of any Participant or any beneficiary in any
benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary; and any such benefit or payment shall not be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance. 
 Section 7.03 No member of the Board or of the Committee and no officer or employee of the Company
shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to their own fraud or willful misconduct; nor shall the Company be liable to any person for any such action unless
attributable to fraud or willful misconduct on the part of a director, officer or employee of the Company. 
 Section 7.04 The Committee
shall be the agent for service of process on the Plan. 
 Section 7.05 Benefit payments hereunder shall be subject to withholding, to the
extent required (as determined by the Company) by applicable tax or other laws. 
 Section 7.06 The Plan shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and the Participant and their heirs, executors, administrators and legal representatives. 
 Section 7.07 If any provision of this Plan is held invalid or unenforceable to the extent necessary to effectuate the purposes of this Plan, its invalidity or unenforceability shall not affect any other provisions of the Plan and the
Plan shall be construed and enforced as if such provisions had not been included therein. 
 Section 7.08 The Plan is intended to comply
with the requirements of section 409A of the Code, and shall in all respects be administered in accordance with section 409A. Notwithstanding anything in the Plan to the contrary, distributions may only be made under the Plan upon an event and in a
manner permitted by section 409A of the Code, and all payments to be made upon Separation from Service under this Plan may only be made upon a “separation from service” under section 409A of the Code. If any Participant is a
“specified employee” under section 409A of the Code (as determined by the Committee) and if the Participant’s distribution under the Plan is to commence, or be paid upon, separation from service, payment of the distribution shall be
delayed for a period of six months after the Participant’s separation date, if required pursuant to section 409A of the Code. If payment is delayed, the accumulated postponed amount shall be paid within 10 days after the end of the six-month
period following the date on which the Participant separates from service. If the Participant dies during the six-month period, the accumulated postponed amount shall be paid as described in Section 4.02. All amounts to be distributed under
this Plan shall be paid, or commence to be paid, within 60 days after the Benefit Commencement Date, or the applicable anniversary in the case of installment payments, but in no event shall a payment be made after December 31 of the calendar
year in which the payment is scheduled to be made, or otherwise in accordance with section 409A. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except as permitted by section 409A of the Code.

  

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 ARTICLE VIII - Amendment or Termination of Plan 
 Section 8.01 The Board may terminate the Plan or amend the Plan in whole or in part, effective as of any date specified. Notwithstanding the foregoing,
in the event of a “Change in Control” of the Company, as such term is defined in the Company’s Equity Compensation Plan, the Plan may not be amended in any manner whatsoever that would diminish the value of a Participant’s
interest in or ultimate benefits under the Plan or accelerate any payment to a Participant. 
 ARTICLE IX - Deferral of Deferred Stock Units

 Section 9.01. Each Director may elect to defer the payment date of any deferred stock units (which includes phantom stock units and
restricted stock units) (“DSUs”) that were granted by the Company in consideration for the Director’s service as a director and that are payable upon his or her departure from the Company’s Board. Such deferral of DSUs:
(i) must be made in writing before the year for which they are earned and (ii) shall be for a specified period of years after the date of such departure. 
 All deferral elections with respect to DSUs shall be made in accordance with section 409A of the Code. Deferral elections after December 31, 2008 that are made in accordance with the “subsequent
election” rules of section 409A shall be made as follows: (i) the election must be made at least 12 full months before distribution would otherwise be made, (ii) the deferral must be for at least five years from the original
distribution date, and (iii) the deferral election must not take effect until 12 months after the date on which the deferral election is made. 
 All deferred DSUs shall be paid in a lump sum payment at the specified distribution date. Deferred DSUs shall be paid in shares of Company stock or cash, as specified in the grant agreement, pursuant to the terms of the Company’s
equity compensation plan pursuant to which they were granted, and deferred DSUs shall in all respects be subject to the terms of such plan (including plan provisions with respect to adjustments in the event of changes in corporate capitalization).

  

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