Common use of Certificates Clause in Contracts

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the rights nature of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right Company may cause the certificate to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee or its delegate, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the Restricted Shares or, issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that dividends paid it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in shares this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orPNC Conveyed Assets, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted SharesStock, including, without limitation, voting rights and the right to receive dividends (dividends; provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesRestrictions. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesStock. The certificateCompany, in its discretion, may elect to complete the delivery of the Restricted Stock by means of electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Sharesaward. Upon the lapse of the Forfeiture Restrictions without forfeitureRestrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares Stock, or, as may be the case, the Company it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its discretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee’s benefit at a brokerage financial institution selected by the Company. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock and the Employee agrees to complete and sign any other documents and take additional action that the Company may request to enable it to deliver the Restricted Stock on the Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and provided further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in the Employee’s 's name, pursuant to which the Employee shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted SharesStock, including, without limitation, voting rights and the right to receive dividends (dividends; provided, however, that dividends paid in shares of the Company’s 's stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesRestrictions. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesStock. The certificateCompany, in its discretion, may elect to complete the delivery of the Restricted Stock by means of electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Sharesaward. Upon the lapse of the Forfeiture Restrictions without forfeitureRestrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares Stock, or, as may be the case, the Company it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its discretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee's benefit at a brokerage financial institution selected by the Company. At the Company's request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock and the Employee agrees to complete and sign any other documents and take additional action that the Company may request to enable it to deliver the Restricted Stock on the Employee's behalf.

Certificates. A certificate evidencing The Trustee agrees, for the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all benefit of the rights of a stockholder Holders of the Company with respect REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Restricted Shares, including, without limitation, voting rights Custodian to review each Mortgage File within 45 days after the Closing Date and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock powercertification in the form attached as Exhibit M hereto, endorsed in blank, relating to the Restricted Shares. Upon effect that, except as noted, all documents required (in the lapse case of instruments described in clauses (X)(v) and (Y)(x) of the Forfeiture Restrictions without forfeituredefinition of "Mortgage File", known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause a new certificate or certificates the Mortgage Loan to be issued without legend other than a "qualified mortgage" (except for any legend required pursuant to applicable securities laws as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or any other agreement to which substitution must occur within the Employee is a partysooner of (i) 90 days from the date the defect was discovered or (ii) in the name case of substitution, two years from the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedClosing Date.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Director’s benefit at a brokerage/financial institution selected by the Company. Director agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Director’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s request, the Employee shall agrees to deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in the EmployeeHolder’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee Holder shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (providedunless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement effective , however, that dividends paid in shares a copy of which may be obtained by contacting the Company’s stock shall be Secretary, between the Company and the registered holder of the shares and are subject to forfeiture to the Forfeiture Restrictions and further provided that dividends that are paid Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in transfer of the shares of stock evidenced by this certificate is prohibited under the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesagreement. The Employee Company may not sell, transfer, pledge, exchange, hypothecate cause the certificate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee, the Employee Holder shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Holder a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut- Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that dividends paid it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in shares this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orPNC Conveyed Assets, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted SharesStock, including, without limitation, voting rights and the right to receive dividends (dividends; provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesRestrictions. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesStock. The certificateCompany, in its discretion, may elect to complete the delivery of the Restricted Stock by means of electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Sharesaward. Upon the lapse of the Forfeiture Restrictions without forfeitureRestrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares Stock, or, as may be the case, the Company it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its discretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee’s benefit at a brokerage financial institution selected by the Company. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock and the Employee agrees to complete and sign any other documents and take additional action that the Company may request to enable it to deliver the Restricted Stock on the Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Company in is a limited liability company formed under the Employee’s name, pursuant to which the Employee shall have all laws of the rights State of a stockholder of the Company with respect to the Restricted SharesDelaware, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee Member to which it is issued and the number of Membership Units which such certificate represents. Such certificates shall be entered in exchange for the certificate evidencing books of the Restricted Shares orCompany as they are issued, as and shall be signed by the Chairman or the Chief Executive Officer of the Company and may be sealed with the caseCompany's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, the transferring Member shall surrender to the Company and the Company shall issue appropriate instructions to the transfer agent if transferring Member certificates representing the electronicremaining Membership Units held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Securities Act of 1933, book-entry method is utilizedas amended (the "Securities Act")), shall bear the following legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Director's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, howeverINC. NON-EMPLOYEE DIRECTORS STOCK AWARDS PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted Sharesshares by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates and the owners of the Bankruptcy and Extraordinary Hazard Expense Reserve Fund and the Expense Account, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesMortgage Loans at any time, including, without limitation, voting rights and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the right Class R-1 Certificates issued pursuant to receive dividends (providedthis Agreement. It is the express intent of the parties hereto that the Conveyance of the Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, howeverand be construed as, an absolute sale of the Trust Fund. It is, further, not the intention of the parties that dividends paid in shares such Conveyance be deemed a pledge of the Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the Trust Fund is held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orTrust Fund, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At On the Company’s requestDate of Grant, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedShares.

Certificates. A certificate The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Director's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends all distributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, howeverINC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a Shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted SharesShares by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such units. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock or other securities shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock or other securities shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate hypothecate, or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At On the Company’s requestDate of Grant, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Restricted Stock Agreement dated February 19, 2008. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Stock Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Stock Shares, including, without limitation, voting rights and and, subject to section 2(d), the right to receive dividends (dividends; provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesRestrictions. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Stock Shares until the Forfeiture Restrictions have expired, and ; a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Stock Shares. The certificateCompany, in its discretion, may elect to complete the delivery of the Restricted Stock Shares by means of an electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Stock Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeitureRestrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares Stock Shares, or, as may be the case, the Company it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its discretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee’s benefit at a brokerage financial institution selected by the Company. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock Shares and the Employee agrees to complete and sign any other documents and take additional action that the Company may request to enable it to deliver the Restricted Stock Shares on the Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in the Employee’s your name, pursuant to which the Employee you shall have all of the rights of a stockholder of the Company with respect to the Restricted SharesStock, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares Stock by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee You may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesStock. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee you shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesStock. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is you are a party) in the your name of the Employee in exchange for the certificate evidencing the Restricted Shares Stock or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock (“Stock Dividends”) shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares and any Stock Dividends thereon until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesShares and any Stock Dividends thereon. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares and any Stock Dividends thereon occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares and any Stock Dividends thereon. Upon As soon as practicable following the lapse of the Forfeiture Restrictions without forfeitureforfeiture as to any portion of the Restricted Shares and any Stock Dividends thereon, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseand any Stock Dividends thereon. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing At the Restricted Shares request of PICO or UCP, Inc., Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to which it is issued and the number of Membership Units which such certificate represents. Such certificates shall be entered in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder books of the Company as they are issued, and shall be signed by the Chairman or the Chief Executive Officer of the Company and may be sealed with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, the transferring Member shall be subject surrender to the Forfeiture Restrictions Company the Certificates representing Membership Units owned by such Member and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect shall issue to complete the delivery of transferring Member certificates representing the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining Membership Units, if any, shall be delivered upon issuance to held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Secretary Securities Act of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or1933, as may be amended (the case“Securities Act”)), shall bear the Company shall issue appropriate instructions to the transfer agent if the electronicfollowing legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, book-entry method is utilizedAS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. A certificate One or more certificates evidencing the Restricted Shares Common Units shall be issued by the Company Partnership in Director's name, or at the option of the Partnership, in the Employee’s namename of a nominee of the Partnership, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends all distributions unless and until the Common Units are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE COMMON UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX ENERGY PARTNERS, howeverL.P. COMMON UNIT COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX ENERGY PARTNERS, that dividends paid in shares of the Company’s stock shall be subject to L.P. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX MANAGEMENT, LLC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means unit certificate, (ii) the Partnership shall retain custody of electronicthe unit certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a Common Units. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted SharesCommon Units by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company Partnership a stock power, endorsed in blank, relating to the Restricted SharesCommon Units then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company Partnership shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Common Units with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Common Units still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any Common Units (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be the case, the Company shall issue appropriate instructions required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the transfer agent issuance or delivery of such units. The Partnership shall not be obligated to issue or deliver any Common Units if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares (a) LLC Units shall be represented by a certificate or certificates, setting forth upon the face thereof that Royal Street is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued and the number of LLC Units which such certificate represents. Such certificates shall be entered in the books of Royal Street as they are issued, and shall be signed by the Company in Chairman or the Employee’s nameChief Executive Officer of Royal Street. Upon any Transfer of LLC Units permitted under this Agreement, pursuant the transferring Member shall request Royal Street to which the Employee shall have all of the rights of a stockholder of the Company with respect (i) issue to the Restricted Shares, including, without limitation, voting rights transferee a certificate representing the number of LLC Units so transferred and (ii) surrender to Royal Street the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock existing certificate and Royal Street shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining LLC Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing LLC Units (unless registered under the Securities Act), shall be delivered upon issuance to bear the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, the Employee shall deliver to the Company a stock powerOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, endorsed in blankAND MAY NOT BE SOLD, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeitureASSIGNED, the Company shall cause a new certificate or certificates to be issued without legend PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a partyI) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orUNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, as may be the caseASSIGNMENT, the Company shall issue appropriate instructions to the transfer agent if the electronicPLEDGE, book-entry method is utilizedENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF ROYAL STREET.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, that dividends paid in shares and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the Company’s stock shall be subject purchase price for the assets conveyed to the Forfeiture Restrictions Trustee under the Clipper Loan Sale Agreement and further provided that dividends that are paid other than in shares (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Company’s stock shall be paid no later than Clipper Loan Sale Agreement and the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.Protective Transfer

Certificates. A certificate The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which or at the Employee shall have all of Company’s option, in the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares name of the Company’s stock nominee, pursuant to which Employee shall be subject to have voting rights. Each certificate shall bear the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class orfollowing legend: THIS CERTIFICATE AND THE STOCK EVIDENCED HEREBY HAVE BEEN ISSUED PURSUANT TO AN AGREEMENT EFFECTIVE , if laterA COPY OF WHICH MAY BE OBTAINED BY CONTACTING XXXXXX XXXXXX, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock)INC.’S SECRETARY, BETWEEN XXXXXX XXXXXX, INC. Notwithstanding the foregoingAND THE EMPLOYEE AND ARE SUBJECT TO FORFEITURE TO XXXXXX XXXXXX, the Company mayINC. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SUCH AGREEMENT. THE SALE, in its discretionASSIGNMENT, elect to complete the delivery of the Restricted Shares by means of electronicEXCHANGE PLEDGE, book-entry statementHYPOTHECATION, rather than issuing physical share certificatesENCUMBRANCE OR OTHER TRANSFER OF THE STOCK EVIDENCED BY THIS CERTIFICATE IS PROHIBITED UNDER THE TERMS AND CONDITIONS OF SUCH AGREEMENT, AND SUCH STOCK MAY NOT BE SOLD, ASSIGNED, EXCHANGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN SUCH AGREEMENT. The Employee Company may not sellcause the certificate or certificates to, transferupon issuance, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares thereof occurs or the Forfeiture Restrictions applicable thereto lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee or its designee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon Subject to the Company’s rights under Section 3 and the other provisions of this Agreement, upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such Stock. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares Membership Units shall be represented by a certificate or certificates, setting forth upon the face thereof that the Operating Company is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued and the number of Membership Units which such certificate represents. Such certificates shall be entered in the books of the Operating Company as they are issued, and shall be signed by the Company in the Employee’s name, pursuant to which the Employee shall have all CEO of the rights Operating Company. Upon any Transfer of Membership Units permitted under this Agreement (other than a stockholder of pledge permitted under Section 4.1.2, the transferring Member shall request the Operating Company with respect to (i) issue to the Restricted Shares, including, without limitation, voting rights transferee a certificate representing the number of Membership Units so Transferred and (ii) surrender to the Operating Company the existing certificate and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Operating Company shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining Membership Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Securities Act), shall be delivered upon issuance to bear the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY HAS RECEIVED SUCH ASSURANCES AS THE COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. At the Company’s requestANY SALE, the Employee shall deliver to the Company a stock powerASSIGNMENT, endorsed in blankTRANSFER, relating to the Restricted SharesPLEDGE OR OTHER DISPOSITION OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN SK-EARTHLINK MANAGEMENT CORP. Upon the lapse of the Forfeiture Restrictions without forfeitureAND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN SK-EARTHLINK LLC AND THE MEMBERS NAMED THEREIN, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orEACH DATED THE [ DAY OF , as may be the case2005]. A COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedTHE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Restricted Stock Agreement dated April 29, 2009. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Operating Company is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued, the type of Membership Unit represented (e.g., Common Membership Units or Preferred Membership Units) and the number of Membership Units represented. Such certificates shall be entered in the books of the Operating Company as they are issued, and shall be signed by the Company in the Employee’s name, pursuant to which the Employee shall have all CEO of the rights Operating Company. Upon any Transfer of Membership Units permitted under this Agreement (other than a stockholder of pledge permitted under Section 4.1.2), the transferring Member shall request the Operating Company with respect to (i) issue to the Restricted Shares, including, without limitation, voting rights transferee a certificate representing the number of Membership Units so Transferred and (ii) surrender to the Operating Company the existing certificate and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Operating Company shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining Membership Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Securities Act), shall be delivered upon issuance to bear the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY HAS RECEIVED SUCH ASSURANCES AS THE COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. At the Company’s requestANY SALE, the Employee shall deliver to the Company a stock powerASSIGNMENT, endorsed in blankTRANSFER, relating to the Restricted SharesPLEDGE OR OTHER DISPOSITION OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BETWEEN HELIO, INC. Upon the lapse of the Forfeiture Restrictions without forfeitureAND THE STOCKHOLDERS SET FORTH THEREIN AND A SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BETWEEN HELIO LLC AND THE MEMBERS NAMED THEREIN, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orEACH DATED THE DAY OF , as may be the case2007. A COPY OF THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AND THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedTHE HOLDER HEREOF AGREES TO BECOME BOUND BY THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AND THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. A certificate evidencing the Restricted Shares (a) LLC Units shall be represented by a certificate or certificates, setting forth upon the face thereof that Newco is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued and the number of LLC Units which such certificate represents. Such certificates shall be entered in the books of Newco as they are issued, and shall be signed by the Company in Chairman or the Employee’s nameChief Executive Officer of Newco. Upon any Transfer of LLC Units permitted under this Agreement (other than a pledge permitted under Section 4.1(d), pursuant the transferring Member shall request Newco to which the Employee shall have all of the rights of a stockholder of the Company with respect (i) issue to the Restricted Shares, including, without limitation, voting rights transferee a certificate representing the number of LLC Units so transferred and (ii) surrender to Newco the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock existing certificate and Newco shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining LLC Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing LLC Units (unless registered under the Securities Act), shall be delivered upon issuance to bear the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestfollowing legend: THE LIMITED LIABILITY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Employee shall deliver to the Company a stock powerAS AMENDED (THE "SECURITIES ACT"), endorsed in blankOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeitureAND MAY NOT BE SOLD, the Company shall cause a new certificate or certificates to be issued without legend ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a partyI) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orUNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, as may be the caseASSIGNMENT, the Company shall issue appropriate instructions to the transfer agent if the electronicPLEDGE, book-entry method is utilizedENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF NEWCO.

Certificates. A certificate Certificates evidencing the Restricted Shares and Warrant Shares shall not contain any legend (including the legend set forth in Sections 10(b) and (c)), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the 1933 Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the effective date of the Registration Statement if required by the Company's transfer agent to effect the removal of the legend hereunder as and when any Subscriber so requests. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of the Registration statement or at such time as such legend is no longer required under this Section 10, it will, no later than five business days following the delivery by a Subscriber to the Company in or the Employee’s name, pursuant to which the Employee shall have all of the rights Company's transfer agent of a stockholder certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company with respect that enlarge the restrictions on transfer set forth in this Section. In addition to such Subscriber's other available remedies, the Company shall pay to a Subscriber, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the last reported closing bid price per share of Common Stock on the date such Securities are submitted to the Restricted SharesCompany's transfer agent, or if there is no such price on such date, then the closing bid price on the date nearest preceding such date) subject to this Section 10, $10 per business day (increasing to $20 per business day five (5) business days after such damages have begun to accrue) for each business day after such fifth business day until such certificate is delivered. Nothing herein shall limit such Subscriber's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities, and such Subscriber shall have the right to pursue all remedies available to it at law or in equity including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares a decree of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedspecific performance and/or injunctive relief.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and provided further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following Exhibit 10.4 the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s request, the Employee shall Director agrees to deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Director’s benefit at a brokerage/financial institution selected by the Company. Director agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Director’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Restricted Stock Agreement dated March 5, 2010. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing Subject to the Restricted Shares provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one one-hundredths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Right Certificate or Right Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be issued by the Company in the Employee’s name, pursuant obligated to which the Employee shall have all of the rights of a stockholder of the Company take any action whatsoever with respect to the Restricted Sharestransfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, includingsubject to Section 4(b), without limitationSection 7(e) and Section 14 hereof, voting rights countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. Upon receipt by the Company and the right Rights Agent of evidence reasonably satisfactory to receive dividends (provided, however, that dividends paid in shares them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s stock shall be subject 's request, reimbursement to the Forfeiture Restrictions Company and further provided that dividends that are paid other than in shares the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, Right Certificate if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoingmutilated, the Company may, will make and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in its discretion, elect to complete the delivery lieu of the Restricted Shares by means of electronicRight Certificate so lost, book-entry statementstolen, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate destroyed or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedmutilated.

Certificates. A certificate evidencing At the Restricted Shares request of PICO or UCP, Inc., Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to which it is issued and the number of Membership Units which such certificate represents. Such certificates shall be entered in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder books of the Company as they are issued, and shall be signed by the Chairman or the Chief Executive Officer of the Company and may be sealed with respect the Company's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, the transferring Member shall surrender to the Restricted Shares, including, without limitation, voting rights Company the Certificates representing Membership Units owned by such Member and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Company shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining Membership Units, if any, shall be delivered upon issuance to held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Secretary Securities Act of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or1933, as may be amended (the case“Securities Act”)), shall bear the Company shall issue appropriate instructions to the transfer agent if the electronicfollowing legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, book-entry method is utilized.AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all All of the rights shares of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and Stock converted into the right to receive dividends (provided, however, that dividends paid in shares the Per Share Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Company’s stock Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be subject deemed to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid include reference to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-book entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, account statements relating to the Restricted Sharesownership of shares of Company Stock) previously representing any such shares of Company Stock shall thereafter represent only the right to receive (i) the Per Share Merger Consideration in accordance with, and subject to, this Article II, (ii) cash in lieu of fractional shares of Parent Common Stock which the shares of Company Stock represented by such Old Certificate have been converted into the right to receive pursuant to Section 2.02 and Section 2.09(d)(v), without any interest thereon and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.09(d)(ii). Upon Old Certificates previously representing shares of Company Stock shall be exchanged for evidence of shares in book entry form or at Parent’s option, certificates (collectively with the lapse shares in book entry form referred to herein as “New Certificates”), representing the applicable Per Share Stock Amount payable to holders of Outstanding Common Shares (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) or the applicable amount of the Forfeiture Restrictions Per Share Cash Amount upon the surrender of such Old Certificates in accordance with Section 2.09(d), without forfeitureany interest thereon. If, prior to the Effective Time and permitted hereunder, the outstanding shares of Parent Common Stock or Company Stock shall cause have been increased, decreased, or changed into or exchanged for a new certificate different number or certificates to kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be issued without legend (except for any legend required pursuant to applicable securities laws extraordinary dividend or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares ordistribution, as may then an appropriate and proportionate adjustment shall be the case, the Company shall issue appropriate instructions made to the transfer agent if Per Share Cash Amount and the electronic, book-entry method is utilizedPer Share Stock Amount to give holders of Outstanding Common Shares and holders of Vested Company Stock Options the same economic effect as contemplated by this Agreement prior to such event.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company Corporation in the Employee’s name, name of a nominee of the Corporation. The Recipient shall not have voting rights and shall not be entitled to receive dividends unless and until the Restrictions expire pursuant to which the Employee provisions of this Agreement. Each certificate shall have all bear a legend evidencing the nature of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right Corporation may cause the certificate to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Committee Corporation as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse expire pursuant to the terms of the Plan and this Agreementaward. At the Company’s requesttime of award and upon request of the Corporation, the Employee Recipient shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Restrictions. Upon the lapse Within 30 days of the Forfeiture expiration of all the Restrictions without forfeiture, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange Recipient for the certificate evidencing shares with respect to which the Restrictions expired, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding the forgoing, the Restricted Shares ormay be evidenced by uncertificated shares or otherwise in book entry form in which case the Recipient shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be the case, the Company shall issue appropriate instructions required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the transfer agent issuance or delivery of such shares. The Corporation shall not be obligated to issue or deliver any shares of Common Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, including voting rights and the right to receive dividends (and other distributions; provided, however, that dividends paid in shares of the Company’s stock and other distributions shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than as described in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock)Section 3(h) below. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares until the Forfeiture Restrictions have expired, and a the Employee’s breach of the terms of this Agreement shall cause result in a forfeiture of the Restricted SharesShares without consideration. The certificate, if any, evidencing the Restricted Shares shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws laws, the Stockholders Agreement or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if in the case of the Company’s use of the electronic, book-entry method is utilizedmethod.

Certificates. A Certificates for Common Shares which become outstanding (whether upon issuance in connection with the Merger, issuance out of authorized but unissued Common Shares, issuance out of treasury or transfer or exchange of outstanding Common Shares) at or after the Effective Time but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate evidencing also evidences and entitles the Restricted holder hereof to certain rights as set forth in an Agreement between Promus Hotel Corporation (the "Company") and First Union National Bank, as Rights Agent, dated as of December ___, 1997, as the same may be amended from time to time (the "Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. AS DESCRIBED IN THE AGREEMENT, RIGHTS WHICH ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY ACQUIRING PERSONS OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE AGREEMENT) SHALL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Effective Time but prior to the Distribution Date, any Rights associated with such Common Shares shall be issued by deemed canceled and retired so that the Company in shall not be entitled to exercise any Rights associated with the Employee’s nameCommon Shares which are no longer outstanding. Notwithstanding this Section 3.3, pursuant to which the Employee omission of a legend shall have all not affect the enforceability of any part of this Agreement or the rights of a stockholder any holder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedRights.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates and the owners of the Bankruptcy and Extraordinary Expense Reserve Fund and the Expense Account, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesMortgage Loans at any time, including, without limitation, voting rights and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the right Class R-1 Certificates issued pursuant to receive dividends (providedthis Agreement. It is the express intent of the parties hereto that the Conveyance of the Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, howeverand be construed as, an absolute sale of the Trust Fund. It is, further, not the intention of the parties that dividends paid in shares such Conveyance be deemed a pledge of the Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the Trust Fund is held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orTrust Fund, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends and other distributions (provided, however, that dividends or other distributions paid in shares of the Company’s stock any form other than cash shall be subject to the Forfeiture Restrictions Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of __________, a copy of which is attached hereto and further provided that dividends that incorporated herein, between the Company and the registered holder of the shares, and are paid subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in transfer of the shares of stock evidenced by this certificate is prohibited under the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock)agreement. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Company may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of cause the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Stock after the Company’s tax withholding obligation has been satisfied pursuant to paragraph 5, without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends and other distributions (provided, however, that dividends or other distributions paid in shares of the Company’s stock any form other than cash shall be subject to the Forfeiture Restrictions Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of __________, a copy of which is attached hereto and further provided that dividends that are paid other than in shares incorporated herein, between the Company and the registered holder of the Company’s stock shall be paid no later than shares. The shares are subject to forfeiture to the end Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the calendar year in which shares evidenced by this certificate is prohibited under the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock)agreement. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Company may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of cause the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of Director for the Employee Stock issued to Director pursuant to this Agreement in exchange for the certificate evidencing the Restricted Shares Forfeiture Restrictions or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut- Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, that dividends paid in shares and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the Company’s stock shall be subject purchase price for the assets conveyed to the Forfeiture Restrictions Trustee under the Clipper Loan Sale Agreement and further provided that dividends that are paid other than in shares (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Company’s stock shall be paid no later than Clipper Loan Sale Agreement and the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesProtective Transfer Agreement. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.Clipper

Certificates. A Within thirty (30) days following the later of the Data Finalization Amendment Date or receipt of applicable regulatory approvals, Prudential will issue each Covered Life (and, if receiving Annuity Payments on the date annuity certificates are issued, a Contingent Life) an annuity [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission REDACTED VERSION certificate. Each such certificate evidencing will set forth in substance the Restricted Shares payments to which each Covered Life (and, if applicable, a Contingent Life) is entitled under this Contract. Also, Prudential may issue a substitute annuity certificate to correct errors contained in the previously issued certificate, whereupon the previously issued annuity certificate shall be issued by null and void. Each annuity certificate shall provide that only the Company in the Employee’s nameCovered Life (and, pursuant to which the Employee shall have all of the rights of if applicable, a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and Contingent Life) has the right to receive dividends (providedAnnuity Payments under this Contract, howeverand that such right to Annuity Payments is enforceable by the certificate-holder solely against Prudential and against no other person including the Plan, that dividends paid Plan sponsor, the Contract-Holder, or any affiliate thereof. Each certificate shall describe the consequences of any misstatements of age or other relevant fact, including Prudential’s rights and obligations relating to such misstatements. The rights of Covered Lives and Contingent Lives under this Contract are not conditioned upon the issuance of annuity certificates, and any delay in shares of issuing an annuity certificate to such Covered Life or Contingent Life does not delay the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in date on which the dividend for Covered Life or Contingent Life begins to have third-party beneficiary rights under this Contract. For the purposes of this Contract and the certificates, (i) the term “Annuitant” as used in any such class of stock is paid to stockholders of such class or, if later, annuity certificate shall have the 15th day of same meaning as the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, term “Covered Life” as defined and used in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expiredthis Contract, and a breach of (ii) the terms of term “Contingent Annuitant” as used in any such annuity certificate shall have the same meaning as the term “Contingent Life” as defined and used in this Agreement shall cause a forfeiture of the Restricted SharesContract. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.Provision III General Terms

Certificates. A certificate The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Director's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends all distributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, howeverINC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND Exhibit 10.6 CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a Shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted SharesShares by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such units. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend. The shares evidenced by this certificate have been issued pursuant to an agreement effective _______________ a copy of which may be obtained by contacting the Company’s stock shall be Secretary, between the Company and the registered holder of the shares and are subject to forfeiture to the Forfeiture Restrictions and further provided that dividends that are paid Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in transfer of the shares of stock evidenced by this certificate is prohibited under the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesagreement. The Employee Company may not sell, transfer, pledge, exchange, hypothecate cause the certificate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orShares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (providedunless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement effective , however, that dividends paid in shares a copy of which may be obtained by contacting the Company’s stock shall be Secretary, between the Company and the registered holder of the shares and are subject to forfeiture to the Forfeiture Restrictions and further provided that dividends that are paid Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in transfer of the shares of stock evidenced by this certificate is prohibited under the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesagreement. The Employee Company may not sell, transfer, pledge, exchange, hypothecate cause the certificate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions unless and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. As required by means of electronicthe Plan, book-entry statement, rather than issuing physical share certificates. the certificate shall bear a legend reading as follows: “The Employee may not sell, transfer, pledge, exchange, hypothecate sale or otherwise dispose other transfer of the stock until Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions have expiredFBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a breach Restricted Stock Agreement dated January 17, 2005. A copy of the terms Plan and such Restricted Stock Agreement may be obtained from the Secretary of this Agreement shall FBL Financial Group, Inc.” The Company may cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee or its delegate, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the Restricted Shares or, issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Operating Company is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued, the type of Membership Unit represented (e.g., Common Membership Units or Preferred Membership Units) and the number of Membership Units represented. Such certificates shall be entered in the books of the Operating Company as they are issued, and shall be signed by the Company in the Employee’s name, pursuant to which the Employee shall have all CEO of the rights Operating Company. Upon any Transfer of Membership Units permitted under this Agreement (other than a stockholder of pledge permitted under Section 4.1.2, the transferring Member shall request the Operating Company with respect to (i) issue to the Restricted Shares, including, without limitation, voting rights transferee a certificate representing the number of Membership Units so Transferred and (ii) surrender to the Operating Company the existing certificate and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Operating Company shall be subject issue to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of transferring Member certificates representing the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificateremaining Membership Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the Securities Act), shall be delivered upon issuance to bear the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY HAS RECEIVED SUCH ASSURANCES AS THE COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. At the Company’s requestANY SALE, the Employee shall deliver to the Company a stock powerASSIGNMENT, endorsed in blankTRANSFER, relating to the Restricted SharesPLEDGE OR OTHER DISPOSITION OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN SK-EARTHLINK MANAGEMENT CORP. Upon the lapse of the Forfeiture Restrictions without forfeitureAND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN HELIO LLC AND THE MEMBERS NAMED THEREIN, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orEACH DATED THE 24th DAY OF MARCH, as may be the case2005. A COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedTHE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions unless and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. As required by means of electronicthe Plan, book-entry statement, rather than issuing physical share certificates. the certificate shall bear a legend reading as follows: “The Employee may not sell, transfer, pledge, exchange, hypothecate sale or otherwise dispose other transfer of the stock until Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions have expiredFBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a breach Restricted Stock Agreement dated January 16, 2006. A copy of the terms Plan and such Restricted Stock Agreement may be obtained from the Secretary of this Agreement shall FBL Financial Group, Inc.” The Company may cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee or its delegate, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the Restricted Shares or, issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Restricted Stock Agreement dated March 4, 2009. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Bonus Restricted Stock Agreement dated February 17, 2010. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping Exhibit 10.5 until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A physical stock certificate evidencing the Restricted Shares Stock shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted SharesStock, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be deemed to be Restricted Stock and subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transferassign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of the stock Restricted Stock until the Forfeiture Restrictions have expiredlapsed, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesStock. The certificateInstead of issuing physical certificates representing Restricted Stock, the Company, in its sole discretion, may elect to evidence and complete the delivery of the Restricted Stock by means of electronic, book-entry statement in the records of the Company’s stock transfer agent. Certificates representing Restricted Stock, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or stock exchange rules or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate or certificates evidencing the Restricted Shares Stock, or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its sole discretion, may elect to deliver the shares in certificated or electronic, book-entry form to a brokerage account established for the Director’s account at a brokerage or financial institution selected by the Company. Upon request, concurrent with or subsequent to completion and return of this Agreement, the Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock to enable it to deliver the Restricted Stock on the Director’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and the Return Obligation and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions and the Return Obligation have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted SharesShares or the application of the Return Obligation, as applicable. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a partyparty or to reflect the Return Obligation) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and such rights to dividends as are described in paragraph 2(c), above. As required by the right to receive dividends (providedPlan, however, that dividends paid in shares the certificate shall bear a legend reading as follows: “The sale or other transfer of the Company’s stock shall be Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and further provided that dividends that are paid other than in shares a Restricted Stock Agreement dated February 16, 2010. A copy of the Company’s stock shall Plan and such Restricted Stock Agreement may be paid no later than obtained from the end Secretary of FBL Financial Group, Inc.” The Company may cause the calendar year in which the dividend for such class of stock is paid certificate to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s requestAlternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed, or at the Restricted Shares orelection of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions unless and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. As required by means of electronicthe Plan, book-entry statement, rather than issuing physical share certificates. the certificate shall bear a legend reading as follows: “The Employee may not sell, transfer, pledge, exchange, hypothecate sale or otherwise dispose other transfer of the stock until Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Forfeiture Restrictions have expiredFBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a breach Restricted Stock Agreement dated January 15, 2004. A copy of the terms Plan and such Restricted Stock Agreement may be obtained from the Secretary of this Agreement shall FBL Financial Group, Inc.” The Company may cause a forfeiture of the Restricted Shares. The certificate, if any, shall certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee or its delegate, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the Restricted Shares or, issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PROSPERITY BANCSHARES, howeverINC. 2012 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PROSPERITY BANCSHARES, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PROSPERITY BANCSHARES, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted Sharesshares by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws laws, the Stockholders Agreement or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Common Stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shareslapsed. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping (the “Depository”) until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At On the Company’s requestDate of Grant, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the any lapse of the Forfeiture Restrictions without forfeiture, (i) the Company shall cause a new certificate or certificates representing the Restricted Shares with respect to which the Forfeiture Restrictions have lapsed to be issued without legend (except for any legend required pursuant to applicable securities laws laws, the Shareholders Agreement (as defined below) or any other agreement to which the Employee is a party) ), in the name of Employee and shall deliver such certificate to Employee, (ii) the Employee in exchange for Depository shall deliver to the Company the certificate evidencing representing the Restricted Shares or, as may be then in the case, possession of the Depository and (iii) the Company shall issue appropriate instructions cancel such returned certificate and shall destroy the stock power relating to the transfer agent if Restricted Shares then in its possession. In the electronicevent that the Forfeiture Restrictions with respect to any of the Restricted Shares shall lapse by reason of the death of Employee, book-entry method is utilizedthe Common Stock that otherwise would be delivered to Employee hereunder shall be delivered to his estate.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company Corporation in the Employee’s name, name of a nominee of the Corporation. The Employee shall not have voting rights and shall not be entitled to receive dividends unless and until the Restrictions expire pursuant to which the Employee provisions of this Agreement. The certificate shall have all bear a legend evidencing the nature of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right Corporation may cause the certificate to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Committee Corporation as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse expire pursuant to the terms of the Plan and this Agreementaward. At the Company’s requesttime of award and upon request of the Corporation, the Employee shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Restrictions. Upon the lapse Within 30 days of the Forfeiture expiration of all the Restrictions without forfeiture, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing shares with respect to which the Restrictions expired, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding the forgoing, the Restricted Shares ormay be evidenced by uncertificated shares or otherwise in book entry form in which case the Employee shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be the case, the Company shall issue appropriate instructions required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the transfer agent issuance or delivery of such shares. The Corporation shall not be obligated to issue or deliver any shares of Common Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends (providedall distributions on such Shares free and clear of any Forfeiture Restrictions. The certificate shall bear the following legend: The Shares evidenced by this certificate have been issued pursuant to an agreement, howevermade as of , that dividends paid in shares a copy of which is attached hereto and incorporated herein, between the Company and the registered holder of the Company’s stock shall be Shares, and are subject to forfeiture to the Forfeiture Restrictions and further provided that dividends that are paid Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in shares transfer of the Company’s stock Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company shall be paid no later than retain the end of the calendar year in which the dividend certificate for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) legend, in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be Shares. Notwithstanding the caseforegoing, the Company may cause any Shares granted hereunder, to be uncertificated. The Company shall issue appropriate instructions not be obligated to deliver any certificates for Shares or any evidence of the transfer agent if ownership of uncertificated Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the electronic, book-entry method is utilizedtime are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that dividends paid it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in shares this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than , or if for any other reason this Agreement is held or deemed to create a security interest in the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class orPNC Conveyed Assets, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of then (a) this Agreement shall cause be deemed to be a forfeiture security agreement; (b) the Conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Restricted Shares. The certificateCompany's right, if anytitle, shall be delivered upon issuance to the Secretary of the Company and interest, whether now owned or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan hereafter acquired, in and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.to:

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, including voting rights and the right to receive dividends (and other distributions; provided, however, that dividends paid in shares of the Company’s stock and other distributions shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than as described in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock)Section 3(e) below. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares until the Forfeiture Restrictions have expiredlapsed, and a the Director’s breach of the terms of this Agreement shall cause result in a forfeiture of the Restricted SharesShares without consideration. The certificate, if any, evidencing the Restricted Shares shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse and the Restricted Shares become Earned Shares pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if in the case of the Company’s use of the electronic, book-entry method is utilizedmethod.

Certificates. A certificate The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the EmployeeCompany's option, in the name of the Company’s namenominee, pursuant to which the Employee shall have all of voting rights. Each certificate shall bear the rights of a stockholder of the Company with respect to the Restricted Sharesfollowing legend: THIS CERTIFICATE AND THE STOCK EVIDENCED HEREBY HAVE BEEN ISSUED PURSUANT TO AN AGREEMENT EFFECTIVE ________________, includingA COPY OF WHICH MAY BE OBTAINED BY CONTACTING XXXXXX XXXXXX, without limitationINC.'S SECRETARY, voting rights and the right to receive dividends (providedBETWEEN XXXXXX XXXXXX, howeverINC. AND THE EMPLOYEE AND ARE SUBJECT TO FORFEITURE TO XXXXXX XXXXXX, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class orINC. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SUCH AGREEMENT. THE SALE, if laterASSIGNMENT, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoingEXCHANGE PLEDGE, the Company mayHYPOTHECATION, in its discretionENCUMBRANCE OR OTHER TRANSFER OF THE STOCK EVIDENCED BY THIS CERTIFICATE IS PROHIBITED UNDER THE TERMS AND CONDITIONS OF SUCH AGREEMENT, elect to complete the delivery of the Restricted Shares by means of electronicAND SUCH STOCK MAY NOT BE SOLD, book-entry statementASSIGNED, rather than issuing physical share certificatesEXCHANGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN SUCH AGREEMENT. The Employee Company may not sellcause the certificate or certificates to, transferupon issuance, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares thereof occurs or the Forfeiture Restrictions applicable thereto lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee or its designee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon Subject to the Company’s rights under Section 3 and the other provisions of this Agreement, upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such Stock. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions unless and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: The shares evidenced by means this certificate have been issued pursuant to an agreement effective July 16, 2003, a copy of electronicwhich may be obtained by contacting the Company's Secretary, book-entry statement, rather than issuing physical share certificatesbetween the Company and the registered holder of the shares and are subject to forfeiture to the Company under certain circumstances described in such agreement. The Employee sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such shares may not sellbe sold, transferassigned, pledge, exchange, hypothecate pledged or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Sharestransferred except as provided in such agreement. The certificate, if any, shall Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares Membership Units shall be issued represented by a certificate or certificates, setting forth upon the face thereof that the Company in is a limited liability company formed under the Employee’s name, pursuant to which the Employee shall have all Laws of the rights State of a stockholder of the Company with respect to the Restricted SharesDelaware, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee Member to which it is issued and the number of Membership Units that such certificate represents. Such certificates shall be entered in exchange for the certificate evidencing books of the Restricted Shares orCompany as they are issued, as and shall be signed by the president and secretary of the Company and may be sealed with the caseCompany's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, the transferring Member shall surrender to the Company and the Company shall issue appropriate instructions to the transfer agent if transferring Member certificates representing the electronicremaining Membership Units held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units, book-entry method is utilizedshall bear the following legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall not have all of the voting rights of a stockholder of and shall not be entitled to receive dividends. Employee shall not have any voting rights and shall not be entitled to receive any dividends paid by the Company with respect to the Restricted SharesShares unless and until they are designated as Issued Restricted Shares (as defined in Exhibit A); provided that, includingEmployee shall forfeit such rights at such time, without limitationif at all, voting rights and as the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject Issued Restricted Shares are forfeited pursuant to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares provisions of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesthis Agreement. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of certificate shall bear a legend evidencing the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture nature of the Restricted Shares. The certificate, if any, shall and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee Company as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s requestCommittee or its delegate, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without a legend (except for any legend required pursuant to applicable securities laws or any other agreement to which regarding the Employee is a party) Forfeiture Restrictions in the name of the Employee in exchange for the certificate evidencing shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the Restricted Shares or, issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Common Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing An Interest Holder's Interests in the Restricted Shares Company (including the Common Interests and the Preferred Interests) shall be represented by one or more certificates issued to such Interest Holder by the Company. Each such Certificate shall be denominated in terms of the number of Interests evidenced by such Certificate and shall be signed by at least one Officer on behalf of the Company. On the date hereof, the Company shall issue to each Member one or more Certificates in the Employee’s namename of such Member to represent the Common Interests and/or Preferred Interests owned by such Member as of the date hereof. Upon the issuance of additional Interests to any Person in accordance with the provisions of the Agreement, pursuant the Company shall issue to which such Person one or more Certificates in the Employee name of such Person. Each such Certificate shall have be denominated in terms of the type and number of Interests evidenced by such Certificate and shall be signed by at least one Officer on behalf of the Company. The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Interests represented by such Certificate, as reflected on the books and records of the Company: makes proof by affidavit, in form and substance satisfactory to the Board, in its sole discretion, that such previously issued Certificate has been lost, stolen or destroyed; requests the issuance of a new Certificate before the Company has notice that such previously issued Certificate has been acquired by a protected purchaser; if requested by the Board in its sole discretion, delivers to the Company a bond, in form and substance satisfactory to the Board in its sole discretion, with such surety or sureties as the Board in its sole discretion may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and satisfies any other reasonable requirements imposed by the Board. Upon an Interest Holder's transfer of any or all of its Interests represented by a Certificate in accordance with the rights provisions of a stockholder of this Agreement, such Interest Holder shall deliver such Certificate to the Company with respect for cancellation (endorsed thereon or endorsed on a separate document), and any Officer shall thereupon cause to be issued a new Certificate to such Interest Holder's transferee for the Restricted Sharestype and number of Interests being transferred and, includingif applicable, without limitation, voting rights cause to be issued to such Interest Holder a new Certificate for that type and number of Interests that were represented by the right to receive dividends (canceled Certificate and that are not being transferred; provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates have no duty to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which register the Employee is a party) transfer unless the requirements of Section 8-401 of the Uniform Commercial Code as in effect in the name State of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedDelaware are satisfied.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s Director's name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends and other distributions (provided, however, that dividends or other distributions paid in shares of the Company’s stock any form other than cash shall be subject to the Forfeiture Restrictions Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of __________, a copy of which is attached hereto and further provided that dividends that are paid other than in shares incorporated herein, between the Company and the registered holder of the Company’s stock shall be paid no later than shares. The shares are subject to forfeiture to the end Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the calendar year in which shares evidenced by this certificate is prohibited under the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock)agreement. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Company may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of cause the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of Director for the Employee Stock issued to Director pursuant to this Agreement in exchange for the certificate evidencing the Restricted Shares Forfeiture Restrictions or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable 105 remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that dividends paid it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in shares this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orPNC Conveyed Assets, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, including voting rights and the right to receive dividends (and other distributions; provided, however, that dividends paid in shares of the Company’s stock and other distributions shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than as described in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock)Section 3(e) below. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares until the Forfeiture Restrictions have expiredlapsed, and a the Employee’s breach of the terms of this Agreement shall cause result in a forfeiture of the Restricted SharesShares without consideration. The certificate, if any, evidencing the Restricted Shares shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse and the Restricted Shares become Earned Shares pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if in the case of the Company’s use of the electronic, book-entry method is utilizedmethod.

Certificates. A certificate evidencing Certificates representing the shares of Restricted Shares Stock shall be issued and held by the Company Corporation in escrow until (i) their delivery to Grantee or Grantee’s estate as set forth herein, subject to the delivery by Grantee or Grantee’s estate of any documents which the Committee in its discretion may require as a condition to the issuance and delivery of shares or (ii) their forfeiture and transfer to the Corporation. Certificates representing shares of Restricted Stock in respect of which the restrictions have lapsed shall be delivered to Grantee or Grantee’s estate as soon as practicable following each Vesting Date (less any shares used to satisfy the Corporation’s withholding obligations, if applicable), provided that all applicable withholding requirements have been met. Any certificates issued in respect of shares of Restricted Stock, at the sole discretion of the Committee, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the Employee’s namefollowing form: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [___], pursuant 2005, ENTERED INTO BETWEEN THE REGISTERED OWNER AND MEDICIS PHARMACEUTICAL CORPORATION.” At the expiration of the Restrictions, the Corporation shall redeliver to which the Employee Grantee (or his legal representative, beneficiary or heir) share certificates for the Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Corporation holds the shares of Restricted Stock in escrow, the Grantee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of on and to vote the Company’s stock shall be Restricted Stock while it is subject to restriction, except as otherwise provided by the Forfeiture Restrictions and further provided that dividends that are paid other than Plan. If the Award is forfeited in shares of the Company’s stock shall be paid no later than the end of the calendar year whole or in which the dividend for such class of stock is paid to stockholders of such class or, if laterpart, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sellGrantee will assign, transfer, pledge, exchange, hypothecate or otherwise dispose and deliver any evidence of the stock until shares of Restricted Stock to the Forfeiture Restrictions Corporation and cooperate with the Corporation to reflect such forfeiture. By accepting the Award, the Grantee acknowledges that the Corporation does not have expired, and a an adequate remedy in damages for the breach by the Grantee of the terms of conditions and covenants set forth in this Agreement shall cause and agrees that the Corporation is entitled to and may obtain an order or a forfeiture decree of specific performance against the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated Grantee issued by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedcourt having jurisdiction.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock Common Stock shall be subject to the Forfeiture Restrictions Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of October ___, 2005, a copy of which is attached hereto and further provided that dividends that are paid other than in shares incorporated herein, between the Company and the registered holder of the Company’s stock shall be paid no later than shares. The shares are subject to forfeiture to the end Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the calendar year in which shares evidenced by this certificate is prohibited under the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificatesagreement. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping (the “Depository”) until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At On the Company’s requestDate of Grant, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued in the name of Director for the Restricted Shares issued to, without the second sentence in the legend above as to all of such Restricted Shares and without the third sentence in the legend above as to thirty-five percent (35%) of the Restricted Shares (rounded down to the next whole share), in exchange for the certificate evidencing the Forfeiture Restrictions. Upon the lapse of the Transfer Restriction, the Company shall cause a new certificate to be issued for the certificate representing sixty-five percent (65%) of the Restricted Shares (rounded up to the next whole share) without the legend above (except for any legend required pursuant to applicable securities laws laws, the Stockholders Agreement (as defined below) or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedTransfer Restriction.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends (providedall distributions on such Shares free and clear of any Forfeiture Restrictions. The certificate shall bear the following legend: The Shares evidenced by this certificate have been issued pursuant to an agreement, howevermade as of _____, that dividends paid in shares a copy of which is attached hereto and incorporated herein, between the Company and the registered holder of the Company’s stock shall be Shares, and are subject to forfeiture to the Forfeiture Restrictions and further provided that dividends that are paid Company under certain circumstances described in such agreement. The sale, assignment, pledge or other than in shares transfer of the Company’s stock Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company shall be paid no later than retain the end of the calendar year in which the dividend certificate for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) legend, in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, provided; that the Company may cause any such Shares without legend to be uncertificated Shares; provided, that the Company may cause such Shares without legend to be uncertificated. The Company shall issue appropriate instructions not be obligated to deliver any certificates for Shares or any evidence of the transfer agent if ownership of uncertificated Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the electronic, book-entry method is utilizedtime are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends and other distributions (provided, however, that any such dividends paid in shares or other distributions declared during the period between the Effective Date and the lapse of the Company’s stock shall be subject to the Forfeiture Restrictions shall be accumulated as evidenced by entry in a Company bookkepping account and further provided that dividends that are either (i) paid other than in shares cash, without interest, upon the lapse of the Company’s stock Forfeiture Restrictions ` without forfeiture, or (ii) forfeited in the event the underlying Retricted Shares are forfeited as and when such Restricted Shares are forfeited). The certificate shall be paid no later than bear the end following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of [_______], a copy of which is attached hereto and incorporated herein, between the Company and the registered holder of the calendar year shares. The shares are subject to forfeiture to the Company under certain circumstances described in which such agreement. The sale, assignment, pledge or other transfer of the dividend for such class of stock shares evidenced by this certificate is paid to stockholders prohibited under the terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock)agreement. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Company may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of cause the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of Director for the Employee Stock issued to Director pursuant to this Agreement in exchange for the certificate evidencing the Restricted Shares Forfeiture Restrictions or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At On the Company’s requestDate of Grant, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedShares.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The Trust shall be deemed to consist of three sub-trusts, one with respect to each of the Group I, Group II and Group III Loans. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesMortgage Loans at any time, including, without limitation, voting rights and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the right assets so transferred and assigned to receive dividends (providedbe referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, howeverand be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that dividends paid such Conveyance be deemed the grant of a security interest in shares the Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orConveyed Assets, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the Employee’s nameoption of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions unless and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: The shares evidenced by means this certificate have been issued pursuant to an agreement dated August 19, 1996, a copy of electronicwhich is attached hereto and incorporated herein, book-entry statementbetween the Company and the registered holder of the shares, rather than issuing physical share certificatesand are subject to forfeiture to the Company under certain circumstances described in such agreement. The Employee sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such shares may not sellbe sold, transferassigned, pledge, exchange, hypothecate pledged or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Sharestransferred except as provided in such agreement. The certificate, if any, shall Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At Upon request of the Company’s requestCommittee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orShares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends and other distributions (provided, however, that dividends or other distributions paid in shares of the Company’s stock any form other than cash shall be subject to the Forfeiture Restrictions Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of , a copy of which is attached hereto and further provided that dividends that are paid other than in shares incorporated herein, between the Company and the registered holder of the Company’s stock shall be paid no later than shares. The shares are subject to forfeiture to the end Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the calendar year in which shares evidenced by this certificate is prohibited under the dividend for such class of stock is paid to stockholders terms and conditions of such class oragreement, if laterand such shares may not be sold, the 15th day of the third month following the date the dividend is paid to stockholders of assigned, pledged or otherwise transferred except as provided in such class of stock)agreement. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Company may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of cause the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At Upon request of the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of Director for the Employee Stock issued to Director pursuant to this Agreement in exchange for the certificate evidencing the Restricted Shares Forfeiture Restrictions or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock or other securities shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock or other securities shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate hypothecate, or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At On the Company’s requestDate of Grant, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Director’s benefit at a brokerage/financial institution selected by the Company. Director agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Director’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, including voting rights and the right to receive dividends (and other distributions; provided, however, that dividends paid in shares of the Company’s stock and other distributions shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than as described in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock)Section 3(i) below. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock Restricted Shares until the Forfeiture Restrictions have expired, and a the Director’s breach of the terms of this Agreement shall cause result in a forfeiture of the Restricted SharesShares without consideration. The certificate, if any, evidencing the Restricted Shares shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws laws, the Stockholders Agreement or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if in the case of the Company’s use of the electronic, book-entry method is utilizedmethod.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stockRestrictions). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreementaward. At the Company’s request, the Employee shall agrees to deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the caseShares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company shall issue appropriate instructions may request to enable it to deliver the transfer agent if the electronic, book-entry method is utilizedshares on Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeGrantee’s name, pursuant to which the Employee Grantee shall have all of the rights of a stockholder shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive receive, when paid, cash dividends (provided, however, that all dividends paid in shares of the Company’s stock and distributions other than cash dividends shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid applicable to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares with respect to which such dividends or other distributions were paid and shall be held by means of electronic, book-entry statement, rather than issuing physical share certificatesthe Company until such Restricted Shares are vested or forfeited). The Employee Grantee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions with respect to such shares have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the all then remaining Restricted Shares. The certificate, if any, certificate shall contain an appropriate endorsement reflecting the Forfeiture Restrictions. The certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement. At the Company’s request, the Employee shall Grantee shall, if required by the Committee, deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeitureforfeiture of the Restricted Shares, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Grantee is a party) in the name of the Employee Grantee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedShares.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Stockholders’ Agreement, including without limitation the Forfeiture Restrictions Restrictions; and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until Restricted Shares unless (i) such sale, transfer, pledge, exchange, hypothecation, or disposition is approved of in writing by the Forfeiture Restrictions have expiredCompany and (ii) such sale, and a breach of transfer, pledge, exchange, hypothecation, or disposition is made in accordance with the terms of this Agreement shall cause a forfeiture of the Restricted SharesStockholders’ Agreement. The certificate, if any, certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture or repurchase of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan Plan, this Agreement and this the Stockholders’ Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a partyparty or otherwise required pursuant to the Stockholders’ Agreement) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilizedShares.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (dividends; provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month within 60 days following the date the dividend is paid to stockholders of on which such class of stock)Forfeiture Restrictions lapse. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee Director is a party) in the name of the Employee Director in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PROSPERITY BANCSHARES, howeverINC. 2012 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PROSPERITY BANCSHARES, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PROSPERITY BANCSHARES, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Employee shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The and (iii) Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a shares. A breach by Employee of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted Sharesshares by Employee. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Restricted Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such shares. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in the EmployeeDirector’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which the Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right shall be entitled to receive dividends all distributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (providedINCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, howeverINC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, that dividends paid in shares of the Company’s stock shall be subject to INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock have lapsed, (i) Director shall not be paid no later than the end of the calendar year in which the dividend for such class of stock is paid entitled to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means stock certificate, (ii) the Company shall retain custody of electronicthe stock certificate, book-entry statement, rather than issuing physical share certificates. The Employee and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a Shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Restricted SharesShares by Director. The certificate, if any, shall be delivered upon issuance to the Secretary Upon request of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s requestCommittee, the Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted SharesShares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Director a new certificate or certificates to be issued without legend (except for any legend required pursuant evidencing the vested Shares with respect to applicable securities laws or which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other agreement provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to which the Employee is a partyrestrictions or unrestricted) in the name of the Employee in exchange may be postponed for the certificate evidencing the Restricted Shares or, such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the case, the issuance or delivery of such units. The Company shall not be obligated to issue appropriate instructions to the transfer agent or deliver any shares of Stock if the electronic, book-entry method is utilizedissuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and provided further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement shall cause result in a forfeiture of the Restricted Shares. The certificate, if any, evidencing the Restricted Shares shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws laws, the Stockholders Agreement or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

Certificates. A certificate evidencing The assets of the Restricted Shares Trust shall consist of the Trust Fund. The Trust shall be issued irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Employee’s nameTrust, pursuant shall not have the power or authority to which transfer, assign, hypothecate, pledge or otherwise dispose of any of the Employee assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have all any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the rights Trust, except in accordance with the terms of a stockholder this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Restricted SharesPNC Mortgage Loans at any time, includingand all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", without limitation, voting rights and the right assets so transferred and assigned to receive dividends be referred to herein as the "PNC Conveyed Assets") and (providedii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, howeverthe Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that dividends paid it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in shares this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company’s stock shall . However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares property of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend , or if for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the terms of any other reason this Agreement shall cause is held or deemed to create a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) security interest in the name of the Employee in exchange for the certificate evidencing the Restricted Shares orPNC Conveyed Assets, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.then