Common use of Performance-Based Vesting Requirements Clause in Contracts

Performance-Based Vesting Requirements. The Committee will determine the number of Performance Shares in which you will vest based on the Company’s achievement of Return on Equity (“▇▇▇”) goals during the period beginning on January 1, 2018 and ending on December 31, 2020 (the “Performance Period”). The Company’s ▇▇▇ will be measured over three periods within the Performance Period, as follows: Period 1 1/1/18 – 12/31/18 6.30 % 6.80 % 7.2 % Period 2 1/1/18 – 12/31/19 6.85 % 7.35 % 7.75 % Period 3 1/1/18 – 12/31/20 7.40 % 7.90 % 8.30 % Following the end of each of Period 1, Period 2 and Period 3, but no later than March 15 following the end of such period, the Committee will determine and certify the ▇▇▇ for the Company based on data available to the public. Then, the Committee will multiply the ▇▇▇ Performance Factor that corresponds to the level of ▇▇▇ the Company has achieved, as determined under the table below, by one-third of the Target Number of Performance Shares (as set forth on the cover sheet), to determine the number of Performance Shares that will be earned for each of Period 1, Period 2 and Period 3. Less than Threshold 0 % Threshold 50 % Target 100 % Maximum 150 % Notwithstanding anything to the contrary in the Agreement or this Exhibit B, no (0%) Performance Shares will be earned for a period if Threshold ▇▇▇ is not attained. If the ▇▇▇ for the any period falls between threshold and target performance levels, or between target and stretch performance levels, the ▇▇▇ Performance Factor will be interpolated on a linear slope. Following the end of the Performance Period, but no later than March 15, 2021, you will vest in the number of Performance Shares equal to the sum of the number of Performance Shares earned in each of Period 1, Period 2 and Period 3. In no event may you vest in a number of Performance Shares greater than 150% of the Target Number of Performance Shares.

Performance-Based Vesting Requirements. The Committee will determine the number of Performance Shares in which you will vest based on the Company’s achievement of Return on Equity (“▇▇▇”) goals during the period beginning on January 1, 2018 2017 and ending on December 31, 2020 2019 (the “Performance Period”). The Company’s ▇▇▇ will be measured over three periods within the Performance Period, as follows: Period 1 1/1/18 1/1/17 – 12/31/17 6.0 6.6 7.3 Period 2 1/1/17 – 12/31/18 6.30 % 6.80 % 7.2 % 6.3 7.0 7.6 Period 2 1/1/18 3 1/1/17 – 12/31/19 6.85 % 7.35 % 7.75 % Period 3 1/1/18 – 12/31/20 7.40 % 7.90 % 8.30 % 6.5 7.2 7.9 Following the end of each of Period 1, Period 2 and Period 3, but no later than March 15 following the end of such period, the Committee will determine and certify the ▇▇▇ for the Company based on data available to the public. Then, the Committee will multiply the ▇▇▇ Performance Factor that corresponds to the level of ▇▇▇ the Company has achieved, as determined under the table below, by one-third of the Target Number of Performance Shares (as set forth on the cover sheet), to determine the number of Performance Shares that will be earned for each of Period 1, Period 2 and Period 3. Less than Threshold 0 % Threshold 50 % Target 100 % Maximum 150 % Notwithstanding anything to the contrary in the Agreement or this Exhibit B, no (0%) Performance Shares will be earned for a period if Threshold ▇▇▇ is not attained. If the ▇▇▇ for the any period falls between threshold and target performance levels, or between target and stretch performance levels, the ▇▇▇ Performance Factor will be interpolated on a linear slope. Following the end of the Performance Period, but no later than March 15, 20212020, you will vest in the number of Performance Shares equal to the sum of the number of Performance Shares earned in each of Period 1, Period 2 and Period 3. In no event may you vest in a number of Performance Shares greater than 150% of the Target Number of Performance Shares.