Common use of Standard Performance Terms Clause in Contracts

Standard Performance Terms. (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. (b) The Performance Period for your Performance Shares will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with Section 1(c) (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares. (c) The Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company’s performance with respect to Change in Annual Net Operating Income Available to Common Shareholders Per Share during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according to Table 1 of Schedule A to this Agreement. For this purpose, (a) “Net Operating Income Available to Common Shareholders Per Share” for any period means net income, excluding: (1) after-tax net investment gains and losses, (2) after-tax adjustments related to net investment gains and losses, (3) after-tax discontinued operations other than discontinued real estate, and (4) preferred stock dividends, in each case determined according to generally accepted accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under generally accepted accounting principles; and (b) “Change in Annual Net Operating Income Available to Common Shareholders Per Share” means Net Operating Income Available to Common Shareholders Per Share in the final calendar year of the Performance Period divided by Net Operating Income Available to Common Shareholders Per Share in the calendar year immediately preceding the beginning of the Performance Period. (2) The second percentage will be based on the Company’s performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according to Table 2 of Schedule A to this Agreement. For this purpose, (a) “Initial Closing Price” means the average Closing Price (and, in the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior to the first day of the Performance Period; (b) “Final Closing Price” means the average Closing Price (and, the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior

Standard Performance Terms. (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. (b) The Performance Period for your Performance Shares will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1(c) 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in SharesShares at the time specified in Section 8. (c) The If the Committee determines in writing that the Company had net income available to common shareholders for either the third calendar year of the Performance Period or for the Performance Period as a whole, then you will be eligible for a payment of up to 200% of your Performance Shares. Net income available to common shareholders for any period will be determined with reference to the Company’s Form 10-K on file with the Securities and Exchange Commission for the third year of the Performance Period on the date of the Committee’s determination. (d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company’s average percentile performance with respect to Change in Annual Net Operating Income Available to Common Shareholders Per Share during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according in the following manner: (a) First, the Net Operating Income Available to Table 1 Common Shareholders Per Share will be determined for the Company and for each of Schedule A to this Agreementthe other companies in the Index, for each calendar year of the Performance Period and the calendar immediately preceding the first calendar year of the Performance Period. For this purpose, (a) “Net Operating Income Available to Common Shareholders Per Share” for any period means net incomeeach calendar year will have the meaning of that term, excluding: (1) after-tax net investment gains or its substantial equivalent, defined in or derived from the Company’s quarterly financial supplement for the fourth quarter of the prior year filed with or furnished to the United States Securities and losses, (2) after-tax adjustments related to net investment gains and losses, (3) after-tax discontinued operations other than discontinued real estate, and (4) preferred stock dividends, in each case determined according to generally accepted accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under generally accepted accounting principles; and Exchange Commission. (b) Second, the Change in Annual Net Operating Income Available to Common Shareholders Per Share will be determined for the Company and for each of the other companies in the Index for each calendar year of the Performance Period. For this purpose, “Change in Annual Net Operating Income Available to Common Shareholders Per Share” means Net Operating Income Available to Common Shareholders Per Share in the final for each calendar year of the Performance Period divided by Net Operating Income Available to Common Shareholders Per Share in the immediately preceding calendar year. (c) Third, the Company’s Change in Annual Net Operating Income Available to Common Shareholders Per Share for each calendar year immediately preceding the beginning of the Performance PeriodPeriod will be compared to the Change in Annual Net Operating Income Available to Common Shareholders Per Share for each of the other companies in the Index for the same calendar year to determine the percentage of the other companies in the Index whose performance was less than that of the Company, rounded down to the nearest whole number percentile appearing on the left-hand column of Table 2 of Schedule A to this Agreement (Company performance greater than every other company in the Index being deemed to be performance in the ninety-ninth percentile), producing the Company’s percentile performance relative to the other companies in the Index. (d) Fourth, a percentage for each calendar year of the Performance Period will be determined using the percentile determined under Section 1(d)(1)(c) and the corresponding percentage on the right-hand column of Table 1 of Schedule A to this Agreement. (e) Finally, the three percentages referenced in Section (1)(d)(1)(d) will be averaged. (2) The second percentage will be based on the Company’s performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to as a percentage of that of the other companies in the Standard and Poor’s Insurance Index, determined according to Table 2 of Schedule A to this Agreement, determined in the following manner: (a) First, the Initial Closing Price of the Company and the Index will each be determined. For this purpose, (a) “Initial Closing Price” means the average Closing Price (andmeans, in the case of a company other than the CompanyCompany the average Closing Price, and in the most closely analogous price) case of the Index the value of the Index, in each case for the twenty (20) trading days prior to the first day of the Performance Period; (b) “Final Closing Price” means the average Closing Price (and, the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior.

Standard Performance Terms. (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. (b) The Performance Period for your Performance Shares will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1(c) 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in SharesShares at the time specified in Section 8. (c) The If the Committee determines in writing that the Company had net income available to common shareholders for either the third calendar year of the Performance Period or for the Performance Period as a whole, then you will be eligible for a payment of up to 200% of your Performance Shares. Net income available to common shareholders for any period will be determined with reference to the Company’s Form 10-K on file with the Securities and Exchange Commission for the third year of the Performance Period on the date of the Committee’s determination. (d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below, multiplied by the factor determined by (3) below, if applicable. (1) The first percentage will be based on the Company’s average percentile performance with respect to Change in Annual Net Operating Income Available to Common Shareholders Per Share during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according in the following manner: (a) First, the Net Operating Income Available to Table 1 Common Shareholders Per Share will be determined for the Company and for each of Schedule A to this Agreementthe other companies in the Index, for each calendar year of the Performance Period and the calendar immediately preceding the first calendar year of the Performance Period. For this purpose, (a) “Net Operating Income Available to Common Shareholders Per Share” for any period means net incomeeach calendar year will have the meaning of that term, excluding: (1) after-tax net investment gains or its substantial equivalent, defined in or derived from the Company’s quarterly financial supplement for the fourth quarter of the prior year filed with or furnished to the United States Securities and losses, (2) after-tax adjustments related to net investment gains and losses, (3) after-tax discontinued operations other than discontinued real estate, and (4) preferred stock dividends, in each case determined according to generally accepted accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under generally accepted accounting principles; and Exchange Commission. (b) Second, the Change in Annual Net Operating Income Available to Common Shareholders Per Share will be determined for the Company and for each of the other companies in the Index for each calendar year of the Performance Period. For this purpose, “Change in Annual Net Operating Income Available to Common Shareholders Per Share” means Net Operating Income Available to Common Shareholders Per Share in the final for each calendar year of the Performance Period divided by Net Operating Income Available to Common Shareholders Per Share in the immediately preceding calendar year. (c) Third, the Company’s Change in Annual Net Operating Income Available to Common Shareholders Per Share for each calendar year immediately preceding the beginning of the Performance PeriodPeriod will be compared to the Change in Annual Net Operating Income Available to Common Shareholders Per Share for each of the other companies in the Index for the same calendar year to determine the percentage of the other companies in the Index whose performance was less than that of the Company, rounded down to the nearest whole number percentile appearing on the left-hand column of Table 2 of Schedule A to this Agreement (Company performance greater than every other company in the Index being deemed to be performance in the ninety-ninth percentile), producing the Company’s percentile performance relative to the other companies in the Index. (d) Fourth, a percentage for each calendar year of the Performance Period will be determined using the percentile determined under Section 1(d)(1)(c) and the corresponding percentage on the right-hand column of Table 1 of Schedule A to this Agreement. (e) Finally, the three percentages referenced in Section (1)(d)(1)(d) will be averaged. (2) The second percentage will be based on the Company’s performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to as a percentage of that of the other companies in the Standard and Poor’s Insurance Index, determined according to Table 2 of Schedule A to this Agreement, determined in the following manner: (a) First, the Initial Closing Price of the Company and the Index will each be determined. For this purpose, (a) “Initial Closing Price” means the average Closing Price (andmeans, in the case of a company other than the CompanyCompany the average Closing Price, and in the most closely analogous price) case of the Index the value of the Index, in each case for the twenty (20) trading days prior to the first day of the Performance Period; (b) “Final Closing Price” means the average Closing Price (and, the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior.

Standard Performance Terms. (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. (b) The Performance Period for your Performance Shares will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1(c) 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in SharesShares at the time specified in Section 8. (c) The If the Committee determines in writing that the Company had net income available to common shareholders for either the third calendar year of the Performance Period or for the Performance Period as a whole, then you will be eligible for a payment of up to 200% of your Performance Shares. Net income available to common shareholders for any period will be determined with reference to the Company’s Form 10-K on file with the Securities and Exchange Commission for the third year of the Performance Period on the date of the Committee’s determination. (d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below, multiplied by the factor determined by (3) below, if applicable. (1) The first percentage will be based on the Company’s average percentile performance with respect to Change in Annual Net Operating Income Available to Common Shareholders Per Share during the Performance Period relative to the other companies in the Standard and Poor’s Insurance Index, determined according in the following manner: (a) First, the Net Operating Income Available to Table 1 Common Shareholders Per Share will be determined for the Company and for each of Schedule A to this Agreementthe other companies in the Index, for each calendar year of the Performance Period and the calendar immediately preceding the first calendar year of the Performance Period. For this purpose, (a) “Net Operating Income Available to Common Shareholders Per Share” for any period means net incomeeach calendar year will have the meaning of that term, excluding: (1) after-tax net investment gains or its substantial equivalent, defined in or derived from the Company’s quarterly financial supplement for the fourth quarter of the prior year filed with or furnished to the United States Securities and losses, (2) after-tax adjustments related to net investment gains and losses, (3) after-tax discontinued operations other than discontinued real estate, and (4) preferred stock dividends, in each case determined according to generally accepted accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under generally accepted accounting principles; and Exchange Commission. (b) Second, the Change in Annual Net Operating Income Available to Common Shareholders Per Share will be determined for the Company and for each of the other companies in the Index for each calendar year of the Performance Period. For this purpose, “Change in Annual Net Operating Income Available to Common Shareholders Per Share” means Net Operating Income Available to Common Shareholders Per Share in the final for each calendar year of the Performance Period divided by Net Operating Income Available to Common Shareholders Per Share in the immediately preceding calendar year. (c) Third, the Company’s Change in Annual Net Operating Income Available to Common Shareholders Per Share for each calendar year immediately preceding the beginning of the Performance PeriodPeriod will be compared to the Change in Annual Net Operating Income Available to Common Shareholders Per Share for each of the other companies in the Index for the same calendar year to determine the percentage of the other companies in the Index whose performance was less than that of the Company, rounded down to the nearest whole number percentile appearing on the left-hand column of Table 2 of Schedule A to this Agreement (Company performance greater than every other company in the Index being deemed to be performance in the ninety-ninth percentile), producing the Company’s percentile performance relative to the other companies in the Index. (d) Fourth, a percentage for each calendar year of the Performance Period will be determined using the percentile determined under Section 1(d)(1)(c) and the corresponding percentage on the right-hand column of Table 1 of Schedule A to this Agreement. (e) Finally, the three percentages referenced in Section (1)(d)(1)(d) will be averaged. (2) The second percentage will be based on the Company’s performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to as a percentage of that of the other companies in the Standard and Poor’s Insurance Index, determined determine according to Table 2 of Schedule A to this Agreement, determined in the following manner: (a) First, the Initial Closing Price of the Company and the Index will each be determined. For this purpose, (a) “Initial Closing Price” means the average Closing Price (andmeans, in the case of a company other than the CompanyCompany the average Closing Price, and in the most closely analogous price) case of the Index the value of the Index, in each case for the twenty (20) trading days prior to the first day of the Performance Period; (b) “Final Closing Price” means the average Closing Price (and, the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior.