Individual performance will be determined by the participant’s supervisor and approved by the Division/Subsidiary senior executive or Corporate functional head, where appropriate. It will be based upon actual job performance consistent with goals/objectives outlined during performance reviews for the plan year.

comparisons of any of the indicators of performance relative to other companies. As and to the extent permitted by Section 162(m) of the Code, in the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, # any extraordinary gain or loss or other event that is treated for accounting purposes as an extraordinary item under generally accepted accounting principles, or # any material change in accounting policies or practices affecting the Company and/or the performance goals, then, to the extent any of the foregoing events was not anticipated at the time the performance goals were established, the Committee may make adjustments to the performance goals, based solely on objective criteria, so as to neutralize the effect of the event on the applicable Award.

by reference to Corporate Performance Goal achievement as set forth below, a portion of each Participant’s Award will be based on Corporate Performance Goal achievement and a portion will be based on Individual Performance Goal achievement. The relative weight between these goals will vary based on levels within the organization. The weighting will be reviewed annually by the Committee and be adjusted, as necessary or appropriate.

Company Performance Bonus: A target bonus based on 25% of Executive’s actual paid out salary during the period will be the basis for calculation (“Bonus Base”). The Company Performance Bonus will be determined by the Compensation Committee calculated upon the Company’s actual performance against financial targets with the percentage (%) of achievement against the targets being used for the actual bonus calculation. As an example, calculation may be x% achievement of financial goals times the Bonus Base will equal Company Performance Bonus (with a minimum payout of 0% percentage and a maximum payout of 125% of Bonus Base).

Bonus option: Corporate Bonus: The Corporate Bonus pool is a profit pool that is awarded based upon key corporate goals and your annual goals which will be set by your manager.

If the matters in a specific category below have a collective net impact (whether positive or negative) on net income, after taxes and available and collectible insurance, that exceed $500 million in a calendar year, then such matters (as well as any related effects on cash flow, if applicable) shall be excluded in determining whether or the extent to which the relevant Performance Goals applicable to such year are met:

Purpose of Award and Performance Goals. This Award was made to provide additional emphasis on and incentive for the attainment of the following Company performance goals on an overall basis during the three-year performance period from January 1, 2016 through December 31, 2018.

Total cash compensation is comprised of two components – base salary and incentive compensation. Base salary is determined by the essential job functions, competencies, skills, and abilities for the position. Incentive compensation is determined by the Participant’s performance compared to established goals and overall corporate performance. This component contains goals that are set by the Committee after consultation with senior leadership and that are further described below.

“Corporate Unit” means the performance goals set for the Corporation (or a subsidiary), which performance shall be measured based on certain factors including, but not limited to, any or all of the following: liquidity, capital, credit, profitability, customer service, and shareholder return.

Calculation of Earned Units (Performance Requirement). Provided Participant’s Performance Units are not forfeited under Section 2, Participant will earn that number of Performance Units determined by taking the number of Performance Units awarded under Section 1, multiplied by the TSR Performance Factor, subject to the following restrictions and limitations.