Adjustments Based on EPS Goals. The Target Amount of units will initially be adjusted based upon performance against the average of the yearly EPS goals, as certified by the Committee (the “Adjusted EPS Units”). Fiscal year 2022 and fiscal year 2023 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target level, 200% if performance is above target, and 300% if performance is at or above the maximum level. Fiscal year 2024 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 25% if performance is at the threshold level, 50% if performance is at the below target level, 100% if performance is at the target level, 200% if performance is at the above target level, and 300% if performance is at or above the maximum level. For performance that falls among any of the attainment levels between the threshold level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between the attainment levels. At the end of the Performance Period each individual year’s EPS performance will be added together and then divided by three to determine the average EPS performance for the Performance Period, which will then be applied to the Target Amount of units to determine the EPS payout.

Adjustments Based on TSR Goals. After the end of the 3-year Performance Period, the final payout of PARSUs will be determined based on the Adjusted EPS Units, as further adjusted based upon performance against the TSR goal for the Performance Period, as certified by the Committee as follows: if relative TSR performance is in the bottom quartile (lower than 25th percentile), the Adjusted EPS Units will be reduced by 50% (but not below 0% of target) (using the example above, 150%-50% = 100%); if relative TSR is in the top quartile (higher than 75th percentile), the Adjusted EPS Units will be increased by 50% (capped at 300% of target) (using the example above, 150%+50% = 200%); if relative TSR performance is in the second or third quartile (from 25th percentile to 75th percentile), no additional adjustment will be made to the Adjusted EPS Units (using the example above, Adjusted EPS units will be at 150%). In no case may the total number of units exceed 300% of the Target Amount, excluding the effect of dividend equivalents.

Adjustments to EPS. The calculations of Ending Year EPS and Base Year EPS will reflect the following adjustments.

If EPS goals are met for the relevant Segment, the EPS Units that are achieved for that Segment will be credited to the Employee even if the TSR goals for the Segment are not met.

The goals associated with the PARSUs shall be established by the Committee, and will be communicated separately to the Employee by the Company. Shares delivered at the end of each Segment with respect to the PARSUs will range from 0% to 200% of the Target Amount of PARSUs, based upon the Company’s performance against the EPS and TSR goals as certified by the Committee. No PARSUs will be achieved for a segment if performance is below minimum levels.

“EPS Performance Payout” means the percentage of Target Shares to be paid out based upon the Company’s three-year Cumulative EPS goal as determined under paragraph D of Section III.

EPS Performance Payout. The EPS Performance Payout shall be determined in accordance with the following performance schedule:

Base Year EPS. The term “Base Year EPS” means the Company’s actual adjusted diluted earnings per share and is calculated as the Adjusted Net Income (modified for any applicable adjustments set forth in the Appendix) divided by the Adjusted Diluted WAS, each as determined for the most recent Company fiscal year ended prior to the beginning of the Measurement Period.

If, at the time of grant, the Committee intends a Restricted Stock Award, Restricted Stock Unit Award or Cash-Based Award to qualify as “other performance based compensation” within the meaning of Code Section 162(m), the Committee must establish performance goals for the applicable Performance Period no later than 90 days after the Performance Period begins (or by such other date as may be required under Code Section 162(m)). Such performance goals must be based on one or more of the criteria described in Section 11(b). “Performance Period” means the period selected by the Committee during which performance is measured for purpose of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a Cash-Based Award has been earned.

The Performance Units (50% of all Awarded Units) shall vest in accordance with the following schedule (25% based on EPS Growth measured against the Three Year Plan, 25% EPS Growth measured against Peer Group, 25% Average ROE % measured against the Three Year Plan, and 25 Average ROE % measured against Peer Group)