The Executive is hereby awarded Restricted Stock Units which shall vest based on the financial performance of the Company. The Restricted Stock Units shall vest on , if the average of the Company’s annual return on equity ("ROE") for calendar years through ("Performance Period") is equal to percent ( %) or more. ROE for each calendar year in the Performance Period shall be calculated by dividing the Company’s net earnings for the calendar year by the average monthly stockholder equity during such year. If the average of the ROE for the Performance Period is less than percent ( %), then all Restricted Stock Units shall be forfeited.

Grant Type: Performance Stock Units ("PSUs")

“Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, unrestricted Stock, Restricted Stock, Restricted Stock Units, Performance Shares, or Performance Units.

The number of stock options and restricted stock units that would otherwise be granted pursuant to an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant shall be reduced, equally in value between stock options and restricted stock units, including if necessary to zero, in order to comply with [Section 5] of the Plan (such number of stock options and restricted stock units not granted pursuant to this sentence being referred to as the “Reduced Equity”). If two or more types of grants would otherwise be made simultaneously pursuant to the provisions of the Policy and the number of stock options and restricted stock units permitted to be granted must be reduced in order to comply with [Section 5] of the Plan, then, in order to allocate the Reduced Equity to the applicable grant, an Interim Annual Grant, an Annual Grant, and an Election Grant will be reduced, in that order, before an Initial Grant is reduced; and an Annual Grant will be reduced before an Election Grant is reduced.

An LTIP Participant’s Deferral election to defer the receipt of shares underlying the grant of Performance Stock Units is irrevocable for that grant. Such an election shall not apply to future grants of Performance Stock Units.

“Restricted Stock Units” is a Grant described in Article VII hereof.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

“Restricted Stock Unit” means the Units issued pursuant to a Restricted Stock Grant under [Section 8] of the Company’s 2008 Performance Plan, or any successor equity compensation plan, so long as such Units remain subject to the restrictions and conditions specified in this Plan pursuant to which such Restricted Stock Grant is made.

The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

The Executive is awarded the number of Restricted Stock Units or Cash Settled Restricted Stock Units (applicable for certain non-U.S. Executives only) specified in the Acceptance Certificate.