Payout. The Annual Incentive Awards earned pursuant to this Plan shall be paid no later than ​.

Payout Formula. Except as set forth in [Section 5], the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of performance will be communicated to the ​. All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the ​. Except as set forth in [Section 5], the Award shall be cancelled and the ​ shall have no rights hereunder if any of the following occur: # the Determination Date does not occur, or # the Committee determines on the Determination Date that no Shares have been earned.

Payout Formula. Subject to adjustment under [Sections 3, 4, 5, 6, 7 and 8]8]8]8]8]8], the number of Performance Shares to be issued to Recipient shall be equal to the sum of # the TSR Payout Shares (as defined below), plus # the CFROI Payout Factor as determined under [Section 2.3] below multiplied by the CFROI Target Share Amount. The “TSR Payout Shares” shall be equal to the TSR Payout Factor as determined under [Section 2.2] below multiplied by the TSR Target Share Amount; provided, however, that the number of TSR Payout Shares shall be reduced as necessary to ensure that the total value of the TSR Payout Shares at the time of payout (calculated by multiplying the Value (as defined in [Section 7] below) by the number of TSR Payout Shares) shall not be more than 400% of the value of the TSR Target Share Amount on the date of this Agreement (calculated by multiplying the closing market price for Class A Common Stock on the date of this Agreement by the TSR Target Share Amount).

Full Payout. In order to receive the full number of Performance Shares determined under [Section 2], Recipient must be employed by the Company on the October 31 immediately following the end of the Performance Period (the “Vesting Date”). For purposes of [Sections 3 and 4]4], all references to the “Company” shall include the Company and its subsidiaries.

The Program incorporates two measurable performance factors: # Company sales, which are defined as Single Premium Life total placed premium (LTRS sales) plus net annualized target premium for Non-LTRS Life sales (in aggregate “Life Sales”), and Annuities total placed premium (“Annuity Sales”), and # overall Company profitability. The bonus percentages included in the tables below pertain to Participants who are a Chief Marketing Officer at the Executive Vice President level.

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

Incentive Payout Calculation. As soon as practicable after the end of each Performance Period, the Committee shall make a determination in writing with regard to the attainment of the Company’s Performance Targets specified pursuant to [Section 5] for such Performance Period and shall calculate the possible payout of incentive awards for each Participant.

Time of Payout. Vested PSUs shall be converted to Shares in accordance with the Payout Formula and shall be issued as soon as practicable following the end of the Performance Period and after the Committee has determined on the Determination Date that they have been earned, but not later than 90 days following the Determination Date. Notwithstanding the foregoing, PSUs meeting the conditions specified in [Section 5] involving

Total Payout = ROIC Payout + Sales Growth Payout

Payout of Deferred Stock Units. Each Stock Unit shall be paid out in cash equal to the Fair Market Value of a Share; a fractional Share Unit shall be entitled to cash equal to the equivalent fraction of a Share.