Death; Retirement. The Executive’s employment shall terminate automatically upon his death or Retirement.

Death, Disability or Retirement. Notwithstanding any other provision of this Agreement to the contrary, if the Grantee’s employment with the Company terminates due to the Grantee’s death, Disability, or Retirement after the completion of at least one month of the Performance Period and on or before the Final Day of the Performance Period for Shares issuable pursuant to Section 1.2 [or [Section 1.3]], if any, then the Company will cause Shares to be issued to the Grantee, at such time as provided in Section 2, an amount equal to the product of (1) and (2) where # is the amount the Grantee would have received under this Agreement if the Grantee’s employment with the Company had not been terminated due to the Grantee’s death, Disability or Retirement before such Final Day of the Performance Period and # is a fraction, the numerator of which is the number of days from the beginning of the Performance Period through the date of the Grantee’s death, or the Grantee’s termination of employment with the Company due to a Disability or Retirement up to a maximum of 1095 days and the denominator of which is 1095.

Subject to the terms of this Agreement, in the event of the Retirement of the Participant, the PSUs shall vest based on the actual performance results for performance-based Awards. For clarity, in the event of the Participant’s Retirement, there will be no acceleration of an Award’s vesting schedule or forfeiture of unvested Awards.

Death; Retirement. The Executive’s employment shall terminate automatically upon his death or Retirement. For purposes of this Agreement, “Retirement” means the Executive’s voluntary resignation (i.e., other than for Good Reason) at any time following the Executive’s 65th birthday (“Retirement”).

Retirement, Disability, or Death. If a Participant leaves employment before the Plan payment date due to Retirement, Disability, or death, the Company will pay a pro-rata amount, as defined in Section 6 above. Such payments will be made in the normal course, as provided in Section 8 above.

Retirement, Death. If Recipient’s employment in an LTIP-eligible position terminates by reason of Recipient’s # retirement on or after age 62, # retirement on or after age 55 with 15 years of service (with years of service determined under the terms of the Company’s defined benefit plan) or # death, then all Restricted Shares held by the Grantee shall become fully vested, notwithstanding the provisions of Section 3(a) hereof, provided, however, that in case of Section 3(b)(i) and/or 3(b)(ii) no such vesting shall occur if a Recipient’s employment in an LTIP-eligible position

Subject to the terms of this Agreement, in the event of the Retirement of the Participant, the RSUs shall vest based on the vesting schedule set forth in the Notice of Award for time-based Awards. For clarity, in the event of the Participant’s Retirement, there will be no acceleration of an Award’s vesting schedule or forfeiture of unvested Awards.

Death, Disability, or Retirement. Notwithstanding any provision in the Plan to the contrary, if a Covered Individual terminates employment with the Company before the payment date due to the Covered Individual’s death, Disability, or Retirement, the Covered Individual will be eligible for a prorated Annual Bonus Payment based on actual performance results, provided that the Covered Individual participated in the Plan for at least fifty percent (50%) of the performance period. Such prorated Annual Bonus Payment (if any) shall be payable following the end of the performance period at the same time Annual Performance Payments are otherwise made to active Covered Individuals. In the event of a Covered Individual’s death, any amounts payable under this Plan, as determined by the Committee, shall be paid to the Covered Individual’s estate. For this purpose:

Death, Disability or Retirement. If you terminate due to death, Disability, or Retirement, you will vest in a prorated portion of your ROE Award Shares determined by multiplying the number of your ROE Award Shares by a fraction, the numerator of which is the number of whole months you were employed from the Grant Date to the date of death, Disability or Retirement, and the denominator of which is 36. Payment of the Award shall be made to the Participant in the form of a number of Company common shares determined by multiplying such pro rata portion of your ROE Award Shares by the applicable percentage for the level of performance certified by the Compensation Committee, with performance based on the Company’s relative Average ROE for the portion of the Performance Period that ended on the last day of the calendar quarter immediately preceding the date of termination. Such settlement of the Award will occur within ninety (90) days of the date of termination. Any ROE Award Shares that do not vest or are not so settled will be forfeited.

Death, Disability or Retirement. If you terminate due to death, Disability, or Retirement, you will vest in a prorated portion of your ROE Award Shares determined by multiplying the number of your ROE Award Shares by a fraction, the numerator of which is the number of whole months you were employed from the Grant Date to the date of death, Disability or Retirement, and the denominator of which is 36. Payment of the Award shall be made to the Participant in the form of a number of Company common shares determined by multiplying such pro rata portion of your ROE Award Shares by the applicable percentage for the level of performance certified by the Compensation Committee, with performance based on the Company’s relative Average ROE for the portion of the Performance Period that ended on the last day of the calendar quarter immediately preceding the date of termination. Such settlement of the Award will occur within ninety (90) days of the date of termination. Any ROE Award Shares that do not vest or are not so settled will be forfeited. For purposes of hereof, “Retirement” means termination after attaining either age 55 with at least 10 years of service with the Company or age 62 with at least 5 years of service with the Company.