X0303 4/A 2010-01-02 2010-01-05 0 0001361025 DCP Holding CO None 0001375667 Cook Anthony A 100 CROWNE POINT PLACE SHARONVILLE OH 45241 0 1 0 0 President & CEO Restricted Share Units 2010-01-02 4 A 0 23 0 A Class B Common Shares 23 110 D Each Restricted Share Unit is the economic equivalent of one Class B Common Share. The Restricted Share Units have been granted to the Reporting Person pursuant to the Issuer's 2006 Management Equity Incentive Plan The Restricted Share Units vest upon the earliest to occur of (i) the date of death, disability or retirement of the Reporting Person, or (ii) in acordance with a vesting schedule pursuant to which the Restricted Share Units vest annually on a percentage basis on the anniversary of the date of grant as follow: 10% after year 1, 30% after year 2, 60% after year 3, and 100% after year 4. The Reporting Person elected to defer the receipt of the Restricted Share Units under the Issuer's Deferred Compensation Plan and therefore the Restricted Share Units that vest will be settled in cash upon the Reporting Person's termination of employment with the Issuer. /s/Thomas W. Kahle, Esq, Attorney-in-Fact for Anthony A. Cook 2010-01-07