If a Payment Date occurs by reason of a determination by the Company that the Participating Director has become totally and permanently disabled (as defined in Code Section 409A), and if the disability is due to mental incapacity, the shares of Stock deliverable under the Plan and the applicable Election Agreement shall be issued in the name of and delivered to the Participating Director’s legally appointed personal representative. If no such representative has been appointed, then delivery shall be in the name of and to the Participating Director’s spouse, or if the Participating Director is then unmarried, such shares of Stock or dollar amount shall be held until the person(s) who would be entitled thereto, if the Participating Director were to die intestate, make proper claim of the Company for such shares of Stock or dollar amount.