A Team Member who becomes eligible for a Performance Share Rights Award under these Guidelines after the beginning of a performance period as a new hire will be granted a prorated Award for all pending performance periods as of the Team Member’s date of hire, other than any performance period that will lapse within six months of such date of hire. A Team Member who becomes eligible for a Performance Share Rights Award under these Guidelines after the beginning of a performance period due to promotion will be granted a prorated Award for all pending performance periods as of the Team Member’s effective date of promotion. The dollar value of an Award and the Performance Share Rights to be issued shall be computed based upon an equitable proration recognizing the number of months of a Team Member’s service in any applicable performance period (rounded up to the nearest full month).

A Team Member covered by these Guidelines who has a job change that results in a higher Performance Share Rights Award will have their Award for all pending performance periods as of the date of the job change adjusted upward on a pro rata basis. The additional equity award will be calculated as the difference between the full year Award for the new position and the actual Award for the old position for each relevant performance period, prorated for the time in the new position. Payments of all such Awards will be subject to Company performance as outlined in section 4 below.

A Team Member must be classified as a regular full-time employee during the entire performance period for which an Award is being made and at the time of the actual issuance of the Common Stock pursuant to the Performance Shares Rights Award in order to be issued Common Stock pursuant to an Award.

A Team Member on leave of absence, regardless of type, will be issued Common Stock pursuant to a Performance Share Rights Award only upon return to regular, full time work/active status. A Team Member who is on an approved military leave will be issued Common Stock pursuant to such Award at the time such shares are issued even if the Team Member has not returned to regular, full time work/active status at that time.

The Company will not issue common stock pursuant to the Performance Share Rights Award for any performance period if the Team Member’s most recent annual performance rating is Unsatisfactory/Does Not Meet Expectations.

These Guidelines do not in any manner restrict the right of the Company or the Team Member to terminate employment at any time, for any reason, with or without cause. See Section 5 below for further information on the consequences of termination of employment during a pending performance period.

Company performance for each performance period will be based equally upon (i) the Company’s average annual return on equity (“ROE”) for each fiscal year during the performance period and (ii) the Company’s pre-tax net income growth rate over the performance period, compounded annually. For purposes of these Guidelines, ROE will be calculated by dividing the Company’s pre-tax net income for the relevant fiscal year by the total shareholders’ equity.

Actual Company performance for each criteria above at the end of the relevant performance period is then measured against the performance of a peer group of companies selected prior to, or within 90 days after the beginning of, the performance period. The Award levels for the relevant performance period will be adjusted at the end of the performance period to reflect the Company’s performance relative to the peer group. Any such adjustment will generally range from 0% (i.e., no payout for the performance period) to 200% of the target Award per the following chart (with linear interpolation between the thresholds set forth below):

Performance

Against

Performance

Peer Group

Percent of

Award

Adjustment

(to Target Award)

In addition, under relevant provisions of the Plan, the determination of ROE and net-income-growth and the peer group of companies for the relevant performance period may be further adjusted, collectively or individually, to reflect extraordinary events or circumstances affecting the Company or its business, or any of the companies included in the peer group, which render any such goals or peer group selection unsuitable.

These Guidelines do not in any manner restrict the right of the Company to modify performance measures, targets, cycles, or any other term or condition of these Guidelines, as the Company deems it necessary or appropriate, subject to the terms of the Plan.

In the event of a termination of a Team Member’s employment, either (i) as a result of the Team Member’s death, Disability or Retirement (ii) by the Company without Cause, payments with respect to any outstanding Performance Share Rights Awards will be based on actual Company performance, as set forth in Section 4 above, for (A) the fiscal year in which the date of termination occurs plus (B) each completed fiscal year during the applicable performance period immediately preceding the date of termination. Common stock awarded pursuant to the Performance Share Rights will be issued on a pro-rata basis based on the actual number of months worked in the applicable performance period. The pro ration will be determined by multiplying the number of Performance Shares Rights to which the Team Member would have been entitled based on Company performance by a fraction the numerator of which is the number of calendar months in the performance period of the Team Member’s actual employment with the Company (including the full calendar month in which the Team Member’s employment terminated) and the denominator of which is the total number of calendar months in the performance period. Payments under this paragraph will be made as soon as administratively convenient following the end of the fiscal year in which the date of termination occurs.

In the case of death or Disability, individual performance of the Team Member will be ignored. In either event, payments under this paragraph shall be made as soon as administratively convenient after the end of the fiscal year in which the date of termination of employment occurs.

In the event of termination of a Team Member’s employment with the Company before the end of any relevant performance period or the actual issuance by the Company of Common Stock pursuant to the Performance Share Rights Award, either (i) by the Company for Cause, or (ii) by the Team Member for any reason (other than death, Disability or Retirement), any outstanding Awards for all relevant performance periods will be immediately forfeited.

In the event that an active Team Member leaves the Plan for any reason but remains employed by the company, the Team Member’s Performance Share rights will be paid on a pro-rata basis based on the actual number of months worked in each relevant performance period, including the full calendar month in which the Team Member’s plan participation ended. Payments will be made during the same cycle as active plan participants and will be subject to the Company performance criteria outlined in section 4 of this document.

To the extent a Team Member is or becomes Retirement-eligible during a performance period, (i) the Team Member will not be considered to have terminated from employment under these Guidelines unless the Team Member

has had a “separation from service” with the Company within the meaning of Code Section 409A and the Company’s 409A Administrative Policies and (ii) to the extent required by Code Section 409A and the Company’s 409A Administrative Policies, payment will not be made before the date that is six months after the Team Member’s termination from employment.

All payments under these Guidelines are considered supplemental pay and will be taxed as such. Appropriate withholding and deductions will be taken from such payments. In accordance with the Plan, the Company may require tax withholding to be satisfied through withholding of shares of Common Stock otherwise payable under the Award.

These Guidelines cannot be changed or modified by a verbal communication or course of dealing but only by a written communication signed by the Chairman, Vice Chairman, and/or the Chief Executive Officer (“CEO”) of the Company or any officer designated by one of them.

Payouts earned under these Guidelines are expected to be paid as soon as administratively convenient following the end of the relevant performance period in the form of one (1) share of the Company’s Common Stock for each whole Performance Share Right that is payable under the Plan and these Guidelines, rounded up to the next whole share. Notwithstanding the foregoing, the Company may permit recipients of Awards to elect to defer receipt of payment of such Awards under such terms and conditions as the Company may prescribe in accordance with the requirements of Code Section 409A.

In the event of major economic changes, catastrophic events, or any other circumstances not contemplated by the Company (but subject to the Plan provisions relating to Qualified Performance-Based Awards), the Committee, the Chairman, Vice Chairman and/or the CEO of the Company reserves the right to alter, amend, or terminate these Guidelines and any Awards hereunder.

The Chairman of the Company will make all final decisions, rulings and interpretations under these Guidelines (subject to the Plan provisions relating to Qualified Performance-Based Awards, which may require action by the Committee). By participating in the Plan under these Guidelines, each Team Member agrees that such decisions, rulings and interpretations will be final and that each Team Member will be bound by them. Each Team Member further agrees that if and when any circumstances arise relating to these Guidelines, which are not covered by this description of the Plan, the Team Member will be bound by the final decision, ruling or interpretation of the Chairman.

All determinations under these Guidelines will be made by the Committee which, pursuant to Section 4.1 of the Plan, will consist of all the members of the Compensation Committee who are “outside directors” within the meaning of Section 162(m) of the Code.

The Committee will establish within 90 days after the beginning of each performance period the target Award payout for each Team Member covered by this Section 7, the peer group of companies and potential payout adjustments relating thereto for the relevant performance period.

Notwithstanding the foregoing, the Committee will adjust ROE and net-income-growth, the peer group of companies and potential payout adjustments relating thereto for the relevant performance period, collectively or individually, with respect to each Team Member covered by this Section 7 to adequately reflect the occurrence, during the performance period, of any of the events described in Sections 14.2 and 14.4 of the Plan.

Payment of any Award under these Guidelines to any Team Member covered by this Section 7 is conditioned upon the written certification of the Committee that the performance goals and any other material conditions applicable to such Award were satisfied.

The Committee will retain the discretion to decrease, but not increase, the Award otherwise payable to any Team Member covered by this Section 7 in accordance with the applicable performance formula described above. In no event will the Award otherwise payable to any Team Member covered by this Section 7 in accordance with the applicable performance formula described above exceed 1,000,000 shares of Company Stock.

Consistent with Section 1 above, payment of any Award under these Guidelines to any Team Member covered by this Section 7 is conditioned upon the Plan having been previously approved by the shareholders of the Company.