Common use of Long-Term Incentive Compensation Clause in Contracts

Long-Term Incentive Compensation. On the later of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within ninety (90) days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every twelve (12) months during the Employment Period. Notwithstanding the foregoing, the Executive's LTI award for 2016 shall have a date of grant value, as calculated on a basis consistent with LTI awards to all other similarly-situated executives, of 90% of the Executive's Annual Base Salary. LTI awards in the Committee’s or the next regularly scheduled grant date for awards by the Corporation, Executive shall Board’s discretion may be granted an award in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000or units, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); providedperformance shares or any combination thereof, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to or other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies form approved by the Human Resources Committee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the Board of Director for this purpose applicable calendar year (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein Paragraph 5 below), the Executive’s LTI Awards shall be subject to fully vested upon the terms and conditions close of the 2006 EIP (or successor plan) performance period to which they relate. Unless deferred by the written agreement of the Company and the grant notice and award agreement evidencing Executive in accordance with Section 409A, the award as set forth in Exhibit A attached hereto, which collectively Executive’s LTI Awards shall be paid promptly after the governing documents with respect close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to receive such terms as apply pursuant to the Second Part and the Third Part of this AgreementLTI Award.

Long-Term Incentive Compensation. On During the later of the Start Date or the next regularly scheduled grant date for awards by the CorporationEmployment Period, Executive shall be granted entitled to receive long-term incentive compensation opportunities on terms and conditions (including but not limited to normal retirement and early retirement provisions) no less favorable to Executive than those applicable to Executive before the Effective Date. Beginning with fiscal year 2015 and each subsequent fiscal year of the Company ending during the Employment Period, provided that the Executive remains employed by the Company, the Executive shall receive an award of stock appreciation rights (SARs) annual grant under the CorporationCompany’s 2006 Equity Incentive Plan long-term incentive plan as in effect immediately following the Effective Date, (“2006 EIP”) having a grant date value of not less than $4,900,000such long-term incentive plan, as determined it may be amended from time to time, the “LTI Plan”), as follows: (A) The Executive’s initial target award under the Company’s LTI Plan shall be $[ ], subject to annual review for increase (but not decrease) consistent with Schedule A attached hereto past practice (such award, the “LTI Award”). The performance metrics and weighting under the LTI Plan will be mutually agreed between the Board or a committee thereof, DL and the Company’s Chief Executive Officer. (B) 70% of the LTI Award shall be granted in the form of performance-based, cash-settled Phantom Shares (as defined in the LTI Plan, and such performance-based Phantom Shares (the “Initial SAR AwardPerformance Share Units”); provided), howeverwhere the actual payment will range from 50% (threshold) to 200% (maximum) of the target number of Performance Share Units, that the vesting commencement date shall be the Start Date in all instances. In additiondepending on achievement of financial goals over a three-year performance cycle, and subject to the Executive’s continued employment with the Corporation Company through the three-year period. (C) 30% of the LTI Award will be granted in the form of time-based Phantom Shares (the “Restricted Share Units”) that become vested and settled in cash, as follows: one-half (1/2) on the applicable third anniversary of the date of grant and, one-half (1/2) on the fourth anniversary of the date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made each case subject to the Chief Executive Officers Executive’s continued employment on the applicable vesting date. (D) Eligibility terms and treatment of the CorporationLTI Award on Executive’s peer group termination of companies approved employment by the Human Resources Committee reason of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the Executive’s death, “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value disability” (as defined under in the 2006 EIPLTI Plan), or successor plan) of an underlying share of normal retirement and early retirement shall remain the Corporation’s common stock on the date of grant. Subject same as in effect immediately prior to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementEffective Date.

Long-Term Incentive Compensation. (i) On the later of the Start Effective Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not grantedlater, would be granted) to other senior executivesthe third business day following the public announcement of the execution of this Agreement (the Xxxxxx Male September 6, respective additional annual awards 2013 “2013 Grant Date”), you will receive a grant of SARs and/or other long-term incentive award with compensation under the CBS Corporation 2009 Long-Term Incentive Plan (or any successor plan thereto) (the “CBS LTIP”), having an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made Two Million U.S. Dollars (US $2,000,000), to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose be allocated as follows: (consistent with recent past practicesA) and determined consistent with Schedule A stock option (the “2012/2013 Grant MetricsStock Option”) to purchase a number of shares of CBS Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”); provided, howeverunder the CBS LTIP, having a value equal to Eight Hundred Thousand U.S. Dollars (US $800,000), with the number of shares of Class B Common Stock underlying the Stock Option to be determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation – Stock Compensation (employing the same assumptions and methodologies that are applied for purposes of CBS’s financial accounting statements), the 2012/2013 Grant Metrics shall not apply terms of such Stock Option grant to any awards made during calendar 2012 or 2013 other than be in substantially the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or form previously provided to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stockyou. The per share exercise price for the SARs granted pursuant to this Section 5 Stock Option shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years eight (but not less than seven (7) 8) years) and except as specifically set forth herein , shall be subject have an exercise price equal to the terms closing price of one (1) share of Class B Common Stock on the 2013 Grant Date and conditions shall vest in four (4) equal installments on each of the 2006 EIP (or successor plan) first, second, third and fourth anniversaries of the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto2013 Grant Date, which collectively shall be the governing documents provided that you remain employed with respect to CBS Outdoor on each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committeesuch vesting date, subject to acceleration of vesting and all other provisions of this Agreement and the award agreement, as applicable. (B) An award of restricted share units (“RSUs”) subject to time-based and performance-based vesting under the CBS LTIP (the “PRSUs”). The PRSUs shall have a grant date value equal to Six Hundred Thousand U.S. Dollars (US $600,000) (the “PRSU Grant Date Value”), the terms of such terms PRSU grant to be in substantially the form previously provided to you. The target number of PRSUs (rounded down to a whole unit for any fractional unit) will be determined by dividing the PRSU Grant Date Value by the closing price of one (1) share of Class B Common Stock on the 2013 Grant Date, with the performance goals and methodology for determining the level of payment of the PRSUs being the same as apply pursuant that applicable to the Second Part performance-based restricted share units awarded to other CBS senior executives on February 12, 2013. Each PRSU shall correspond to one (1) share of Class B Common Stock. The PRSUs shall vest in four (4) equal installments on each of the first, second, third and fourth anniversaries of the 2013 Grant Date, provided that you remain employed with CBS Outdoor on each such vesting date, subject to acceleration of vesting and all other provisions of this Agreement and the Third Part of this Agreement.award agreement, as Xxxxxx Male September 6, 2013

Long-Term Incentive Compensation. (i) On the later of Effective Date, the Start Date or Company shall award Executive, pursuant to the next regularly scheduled grant date for awards by the Corporation2004 LTIP, Executive shall be granted an a restricted stock award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date face value on the Effective Date of not less than $4,900,000, as 3,750,000 and a stock option award having a value on the Effective Date of $1,250,000 (such value to be determined consistent in accordance with Schedule A attached hereto (the “Initial SAR Award”Company’s current methodologies for valuing stock option awards); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with stock options shall have an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant equal to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan2004 LTIP) of an underlying share of the Corporation’s Company common stock on the date of grant. Subject to the accelerated vesting provisions set forth hereinEffective Date, the Initial SAR Award an eight (8)-year exercise period, and any annual long-term incentive award granted in 2012 shall vest as to at the rate of 25% of the shares subject to the award per year commencing on the first anniversary of the vesting commencement date Effective Date and on each of the succeeding three (which 3) anniversaries thereafter. Executive’s restricted stock shall be Start vest as to 50% of the award on the third anniversary of the Effective Date for the Initial SAR Award and the date remaining 50% of grant the award on the fourth anniversary of the Effective Date, provided that Executive is employed by the Company or a subsidiary at such time for such 2012 award), and as respective installment to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting datesso vest, except as otherwise provided herein. Each Share withholding shall apply to satisfy withholding tax on vested restricted stock, based on the Fair Market Value of Company common stock on the date of vesting. The stock option and restricted stock awards shall have such other terms and conditions as are set forth in the forms of stock option award and restricted stock award provided to Executive. Target grants shall be in the same proportion of SARs granted in 2011 or 2012 (if any) will have a term of like duration restricted stock to stock options as annual grants made to other senior executives during such years of the Company. (but not less than seven (7ii) years) and except as specifically set forth herein Executive shall be subject eligible for long-term incentive grants pursuant to the terms and conditions of the 2006 EIP 2004 LTIP (or successor plan) commencing with grants to other senior executives awarded in February 2008 and each year thereafter in the grant notice and award agreement evidencing discretion of the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 Board (or 2012 (if anya Committee thereof). Any Executive’s target-level annual long-term incentive awards and/or provisions thereof that are grant opportunity in February 2008 shall not required under this Section 5 be less than $1,666,667 and in each year thereafter shall be not less than $5,000,000 (in each case such value is to be determined solely by in accordance with the Board Company’s methodologies for valuing such awards at the time of Directors and/or its Human Resources Committeeany such award). Executive hereby agrees and acknowledges that the actual value of awards, subject to such terms as apply pursuant to the Second Part if any, will be based upon Executive’s performance and the Third Part metrics used for other senior executives of this Agreementthe Company. Target grants shall be in the same proportion of restricted stock to stock options as to other senior executives of the Company.

Long-Term Incentive Compensation. On Without limiting Buyer’s obligations under Section 9.01(a), to the later of extent that any Business Employee (including any Inactive Business Employee) is eligible to participate in the Start Seller Long-Term Incentive Plan immediately prior to the Closing Date, (i) if the Closing Date is on or before the next regularly scheduled grant date for on which Seller or its Affiliate, as applicable, grants awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Seller Long-Term Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedPlan, in calendar 2012 and 2013 at the time annual awards are granted (orordinary course, if not grantedwith respect to the performance period beginning in 2018, would be granted) to other senior executivesBuyer shall, respective additional annual awards or shall cause one or more of SARs and/or other its Affiliates to, implement an incentive plan or arrangement that provides each Business Employee who becomes a Transferred Employee with a long-term incentive award, the value of which is substantially comparable to that provided (or that which would have been provided for the performance period beginning in 2018) under the Seller Long-Term Incentive Plan immediately prior to the Closing Date (but without regard to the form of award under Seller’s Long Term Incentive Plan) and (ii) if the Closing Date is after such date, Seller shall, or shall cause one or more of its Affiliates to, grant awards for the performance period beginning in 2018 under the Seller Long-Term Incentive Plan to such Business Employees. Buyer shall replace any award to a Transferred Employee under the Seller Long-Term Incentive Plan that will be forfeited by such Transferred Employee solely as a result of the transactions contemplated by this Agreement with an aggregate grant date award of economically equivalent value of not less than and with the median aggregate grant date value of annual long-term incentive awards made same vesting schedule as such forfeited award (but without regard to the Chief Executive Officers form of the Corporation’s peer group forfeited award) where such grant of companies approved any such new award would not, in the reasonable belief of Buyer result in the imposition of any additional taxes by the Human Resources Committee reason of the Board application of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering Section 409A of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementCode.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions on each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-6-2

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions in each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-4-2

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00055% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers one- third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement.B-3-2

Long-Term Incentive Compensation. On (i) During the later Employment Period, Employee shall be eligible to participate in the Company’s 2017 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), with a target annual equity award for each year covering a number of shares of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of Company’s common stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIPShares”) having a grant date value equal to 80% of not less than $4,900,000, as determined consistent with Schedule A attached hereto Employee’s Base Salary (the “Initial SAR Target Equity Award”); provided, however, provided that (A) the vesting commencement date Target Equity Award for 2020 shall be a time-vested stock option to purchase 260,900 Shares upon the Start Date terms set forth in the award agreement attached hereto as attached hereto as Exhibit A; (B) the Target Equity Awards for years after 2020 may be granted in the form of time-based or performance-based awards, or a combination thereof; (C) the grant date value of any Target Equity Awards granted in years 2021 and 2022 shall equal 80% of Employee’s Base Salary; and (D) the grant date value of any Target Equity Awards granted in years after 2022 shall be at least 120% of Employee’s Base Salary and shall be reviewed by the Board for increase. (ii) Employee shall be eligible to receive a one-time, 2020 performance-based equity award consisting entirely of 453,200 performance stock units (the “Turn- ​ Around Award”), which Employee agrees equals 120% of Employee’s Base Salary, upon the terms set forth in the award agreement attached hereto as Exhibit B. (iii) Employee shall be eligible to receive a one-time, 2020 equity award consisting entirely of time-vested stock options having a grant date value equal to $500,000, which Employee agrees equals 310,600 Shares (the “Promotion Compensation Award”), upon the terms set forth in the award agreement attached hereto as Exhibit C. (iv) If the Omnibus Plan does not have a sufficient number of Shares available to grant any Target Equity Award, Turn-Around Award, or the Promotion Compensation Award, as applicable, shall be granted as a cash-settled restricted stock unit award or cash-settled stock appreciation right, as applicable, with terms and conditions substantially consistent with those set forth in the award agreements attached hereto as attached hereto as Exhibit A, Exhibit B and Exhibit C respectively. (v) During the Employment Period, Employee shall be eligible to participate in all instances. In additionof the Company’s short-term and long-term incentive compensation plans, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) programs or arrangements made available to other senior executives, respective additional annual including the receipt of awards of SARs and/or other long-term under any equity incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers plan, programs or arrangements of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards Company made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made available to other senior executives during such years (but not less than seven (7) years) executives, in each case, in amounts determined by the Compensation Committee in its sole discretion and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (such plans, programs or successor plan) and the arrangements as in effect from time to time. Nothing herein shall be construed to give Employee any rights to any amount or type of grant notice and or award except as provided in a written award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely Employee and approved by the Board of Directors and/or its Human Resources Compensation Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

Long-Term Incentive Compensation. On During the later of Employment -------------------------------- Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. 3.3.1 On the later of the Start Date or the next regularly scheduled grant date following execution of this Agreement by both Parties, the Company shall provide you with a single stock option on shares of the Company’s Common Stock with a Black-Scholes value of $2 million, determined in accordance with the Company’s option valuation procedures (for awards by compensation grant purposes) and having the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) same general vesting and other terms as provided for under the CorporationCompany’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made option grants, pursuant to the Chief Executive Officers stock option award agreement substantially in the form attached hereto as Annex A, which provides, among other things, that you shall be entitled to retirement eligible treatment of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to foregoing option or any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any equity awards granted to you on or after the consummation Effective Date of an initial public offering this Agreement. For purposes of this Agreement “retirement eligible treatment” shall mean the treatment afforded to executives of the CorporationCompany who are retirement eligible with respect to the vesting, exercise and other features of options and other equity awards, consistent with the terms of the option agreements and restricted stock units agreements previously granted to you and as may be in effect with respect to future grants to you under the Company’s common stock. The per share exercise price for equity plans; it being understood that such treatment, as applicable to the SARs awards granted to you prior to the Effective Date and the option granted pursuant to this Section 5 shall 3.3.1, provides for full vesting upon retirement and an exercise period equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on to five years from the date of grant. Subject to retirement or the accelerated vesting provisions set forth hereinremaining term of the award or grant (which ever is shorter). 3.3.2 The Company shall provide you for each year of your term of employment with long term incentive compensation with a target value beginning with calendar year 2010 (the 2009 long term compensation having already been determined in accordance with the Prior Agreement) of approximately $7,500,000 (based on the valuation method used by the Company for its senior executives for compensation grant purposes) through a combination of stock option grants, the Initial SAR Award and any annual restricted stock units or other equity-based awards, cash-based long-term incentive award granted plans or other components as may be determined and in 2012 shall vest such proportions as to 25% may be determined by the Compensation Committee of the shares subject Board (“Compensation Committee”) from time to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted time in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.sole

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. (a) On the later of first trading day in February, 2022 (the Start Date or the next regularly scheduled grant date for awards by the Corporation"Grant Date"), Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other receive long-term incentive award compensation (the "Initial LTI") with an aggregate a targeted grant date fair market value of not less than (as determined in the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers sole discretion of the Corporation’s peer group Committee) equal to $1,800,000. The Initial LTI will be comprised of companies approved by 50% in the Human Resources Committee form of the Board of Director for this purpose Restricted Stock Units (consistent with recent past practices“RSUs”) and determined consistent with Schedule A 50% Long Term Cash (the “2012/2013 Grant MetricsLTC”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 RSUs shall vest as to 25ratably over a three-year period, with 33 1/3% of the shares subject to the award vesting on the first each anniversary of the Grant Date, provided Executive is employed on such dates by the Company or one of its affiliates. The LTC will vest ratably over a three-year period, with 16 2/3% vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th on each six month anniversary of the shares subject to Grant Date, provided Executive is employed on such dates by the award monthly (on the same calendar date during the month as the Start Date for the Company or one of its affiliates. All such Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein LTI shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached heretothe applicable plan and award agreements, which collectively and in all cases shall be as determined by the governing documents with respect Committee. (b) During the Employment Term, Executive shall be eligible to each award of SARs granted in 2011 or 2012 (if any). Any receive long-term incentive awards and/or provisions thereof that are not required under this Section 5 compensation, which may be subject to the achievement of certain performance targets set by the Committee. Beginning with grants made in 2023, Executive shall be eligible to receive long-term incentive compensation awards with a targeted grant date fair market value (as determined solely in the sole discretion of the Committee) equal to 300% of Executive’s Base Salary. Notwithstanding the foregoing, to the extent the shares available under the Company's shareholder approved incentive plans are insufficient to make such grant (after taking into account the totality of grants to be made by the Board Company in a given year), in the Committee's sole discretion, all or a portion of Directors and/or its Human Resources the long-term incentive compensation may be issued in the form of a cash-based award on terms determined by the Committee, . All such equity-based or cash-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreements, and in all cases shall be as determined by the Committee; provided, that, such terms and conditions shall be no less favorable than those provided for other similarly situated executives of the Company. If the parties (following good faith negotiation) fail to enter into a new employment agreement following expiration of the Employment Term and Executive terminates Executive’s employment within ninety (90) days following expiration of the Employment Term under circumstances that would have constituted Good Reason had such termination occurred during the Employment Term or if, during such 90-day period, the Company terminates Executive’s employment under circumstances that would not have constituted Cause had such termination occurred during the Employment Term, then such termination of employment shall be treated as apply pursuant to a termination of employment for “Good Reason” or without Cause, as applicable, for purposes of the Second Part Initial LTI and the Third Part performance-based restricted stock units held by Executive as of this Agreementthe date of such termination of employment (and such awards shall be treated in accordance with the terms of the applicable award agreements).

Long-Term Incentive Compensation. (i) On the later of Effective Date, the Start Date or the next regularly scheduled Corporation shall grant date for awards by the Corporation, to Executive shall be granted an award of 500,000 restricted stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto units (the “Initial SAR RSU Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers be settled in shares of the Corporation’s peer group of companies approved by common stock pursuant to the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A Corporation’s 2018 Omnibus Incentive Plan (the “2012/2013 Grant MetricsPlan”); provided. The Initial RSU Award shall (a) be contingent on shareholder approval of a sufficient number of additional shares of the Corporation’s common stock to settle the Initial RSU Award in such shares, however, (b) vest on the third (3rd) anniversary of the Effective Date provided that Executive remains continuously employed by the 2012/2013 Grant Metrics shall not apply Corporation through such date and (c) include an opportunity for Executive to any awards made during calendar 2012 or 2013 other than earn additional restricted stock units at the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted end of the vesting period based on or after the consummation of an initial public offering price of the Corporation’s common stock, as described in Appendix A attached hereto. The per share exercise price Corporation shall submit a proposal for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined approval of additional shares under the 2006 EIP, or successor plan) of an underlying share of Plan to its shareholders no later than the Corporation’s common next annual meeting of shareholders, and Executive and the Corporation shall make good faith efforts to continue to seek such shareholder approval if the initial proposal is not approved. If the Corporation’s shareholders do not approve sufficient additional shares under the Plan, then the Initial RSU Award shall be null and void and the Corporation shall grant to Executive a cash-settled award of restricted stock units (the “Cash-Settled RSU Award”) with similar terms to the Initial RSU Award except that such award shall be settled in cash rather than shares and shall be subject to a cap on the date amount payable by the Corporation of grant$10,000,000 and such Cash-Settled RSU Award will be made in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Subject If the amount of the payment under the Cash-Settled RSU Award is limited by such cap, then the Corporation and Executive agree to negotiate in good faith to reach agreement with respect to alternative arrangements to compensate Executive for such limitation, which agreement may include one or more grants of shares if and when additional shares are authorized by the accelerated vesting provisions set forth herein, Corporation’s shareholders. Executive understands and agrees that the Initial SAR RSU Award (and any annual longCash-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award)Settled RSU Award, and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 awardif applicable) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the provisions of the Plan and an award agreement or other separate written agreements evidencing the grant, which shall conform to the applicable terms of this Agreement. Notwithstanding the foregoing, to the extent the Corporation determines that the Cash-Settled RSU Award may not be granted under the Plan, nothing contained in this Section 4.d.i is intended to be construed as limiting the Corporation’s obligation to grant the Cash-Settled RSU Award outside of the terms of the Plan. Additional terms and conditions of the 2006 EIP Initial RSU Award, including the treatment thereof upon a Change of Control (or successor plan) and the grant notice and award agreement evidencing the award as defined below), are set forth in Exhibit Appendix A attached hereto. (ii) Beginning with the Corporation’s fiscal year 2020, which collectively and on an annual basis thereafter, Executive shall be the governing documents with respect eligible to each award of SARs granted participate in 2011 or 2012 (if any). Any such long-term incentive awards and/or provisions thereof that plans or programs of the Corporation as are not required under this Section 5 shall be generally provided to the senior executives of the Corporation, as determined solely by the Compensation Committee or the independent members of the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreementin their discretion.

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within 90 days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every 12 months during the Employment Period. LTI awards in the Committee’s or the next regularly scheduled grant date for awards Board’s discretion may be granted in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights or units, performance shares or any combination thereof, or other form approved by the CorporationCommittee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the applicable calendar year (except as otherwise provided in Section 5 below), the Executive’s LTI Awards shall be fully vested upon the close of the performance period to which they relate, and unless deferred by the written agreement of the Company and the Executive in accordance with Section 409A, shall be paid promptly after the close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to receive such LTI Award. Notwithstanding the foregoing, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation receive her 2016 LTI Award on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted Effective Date (or, if not grantedlater, would promptly following the public announcement of her employment by the Company), instead of as otherwise anticipated in early 2016, with her next LTI Award to be granted) made in early 2017 when LTI Awards are anticipated to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards be made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stockLTI participants generally. The per share exercise price for 2016 LTI Award shall have a target value (taking into account the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor planperformance component) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25170% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementBase Salary.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions on each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-5-2

Long-Term Incentive Compensation. On (a) To induce Executive to accept employment by ProAssurance, ProAssurance agrees to grant to Executive options to purchase 100,000 shares of Common Stock on the later date that Executive assumes the duties of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Chief Executive shall Officer of ProAssurance. The options will be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 terms of the ProAssurance Corporation 2004 Equity Incentive Plan (“2006 EIP”) having a the "Equity Plan"). For purposes of the Equity Plan, the date of grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall will be the Start first business day after the Effective Date in all instances. In addition(July 2, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices2007) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award option will be the closing price of a share of Common Stock on the first anniversary of the vesting commencement date (which said date. The options shall vest and become exercisable on January 3, 2008, and shall be Start Date for evidenced by a stock option agreement between ProAssurance and Executive in substantially the Initial SAR Award and form as the Stock Option Agreement attached hereto as Exhibit A. (b) For each calendar year after December 31, 2007, Executive will be granted long term incentive compensation under the Equity Plan (or a successor or other equity compensation plan) in the form of options, restricted stock and/or performance shares having an aggregate value on date of grant for such 2012 awardequal to $500,000 (the "Annual Equity Awards"), and as to 1/48th . The value of the shares subject to the award monthly (on Annual Equity Awards shall be determined using the same calendar date during the month as the Start Date method that ProAssurance uses to calculate compensation income with respect to such awards for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting datesfinancial reporting purposes in accordance with generally accepted accounting principles, except that the value of the Annual Equity Awards as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein so determined shall be subject to the following adjustments if and to the extent applicable: (i) the value of the options granted to Executive shall include all unvested options based on the market price of the underlying shares of Common Stock on the date of grant without regard to estimated forfeiture relating to service based vesting conditions; and (ii) the value of performance shares shall include the number of shares to be awarded at the target performance level with the value of each target share based on the market price of a share of Common Stock on the date of grant excluding any consideration of the achievement of performance based vesting criteria. The Annual Equity Awards shall be on such terms and conditions of as shall be established by the 2006 EIP Board or its Compensation Committee in accordance with the Equity Plan (or a successor or other equity compensation plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be on terms no less favorable than the governing documents with respect terms of awards of long term compensation granted to each award other executive officers of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementProAssurance.

Long-Term Incentive Compensation. (i) Beginning with calendar year 2014, you shall be eligible to receive annual grants of long-term incentive compensation under the LTIP. You shall have a target long-term incentive value equal to Seven Million Dollars ($7,000,000). The precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as Xxxxxx X. Xxxxxxxxx June 4, 2013 “equity awards”) and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Compensation Committee of the CBS Board of Directors (the “Committee”), all of which (other than the amount) shall be consistent with current and past practice. (ii) During the Term, you shall receive the following additional stock option awards: (A) You shall receive during the Term an option under the LTIP (the “2013 Option Grant”) to purchase a number of shares of CBS Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), having a value equal to Six Million Five Hundred Thousand Dollars ($6,500,000) (the “2013 Option Grant Value”), with the number of shares of Class B Common Stock underlying the 2013 Option Grant to be determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation – Stock Compensation (employing the same assumptions and methodologies that are applied for purposes of Employer’s financial accounting statements), following the close of trading on the New York Stock Exchange on the third trading day following CBS’ public announcement of the execution of this Agreement (the “2013 Grant Date”). (B) On the same date in calendar year 2014 that CBS makes annual management grants under the LTIP to its other senior executives, but in no event later than February 28, 2014 (the “2014 Grant Date”), you shall automatically receive, without further action of the Start Committee, an option under the LTIP (the “2014 Option Grant”) to purchase a number of shares of Class B Common Stock having a value equal to Four Million Dollars ($4,000,000) (the “2014 Option Grant Value”), with the number of shares of Class B Common Stock underlying the 2014 Option Grant to be determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation – Stock Compensation (employing the same assumptions and methodologies that are applied for purposes of Employer’s financial accounting statements). (C) Each of the 2013 and 2014 Option Grants shall have a term of eight (8) years and shall have an exercise price equal to the closing price of one share of Class B Common Stock Xxxxxx X. Xxxxxxxxx June 4, 2013 on the 2013 Grant Date and 2014 Grant Date, respectively. Each of the 2013 and 2014 Option Grants shall vest in four equal installments on each of the first, second, third and fourth anniversaries of the 2013 Grant Date or the next regularly scheduled grant 2014 Grant Date, as applicable, provided that you remain employed with CBS on each such vesting date for awards by and subject to acceleration and all other applicable provisions of the CorporationAgreement. Except as otherwise provided in this Agreement, Executive the terms and conditions set forth in an option agreement evidencing the 2013 Option Grant and the 2014 Option Grant shall be the same as those evidencing the stock option award granted to you on February 12, 2013 (except as otherwise required to comply with applicable federal, state or local law or applicable rules, regulations, or requirements of a governmental authority or stock exchange). (iii) During the Term, you shall receive the following additional restricted share unit (“RSU”) awards: (A) On the date of execution of this Agreement by both parties (the “2013 TRSU Grant Date”), you shall receive an award of stock appreciation rights RSUs subject only to time-based vesting conditions (SARs“TRSUs”) under the Corporation’s 2006 Equity Incentive Plan LTIP (the “2006 EIP2013 TRSUs”) having ). The 2013 TRSUs shall have a grant date value of not less than equal to One Million Five Hundred Thousand Dollars ($4,900,000, as determined consistent with Schedule A attached hereto 1,500,000) (the “Initial SAR Award2013 TRSU Grant Value”); provided, however, that the vesting commencement date . The number of 2013 TRSUs (rounded down to a whole unit for any fractional unit) shall be determined by dividing the Start Date 0000 XXXX Grant Value by the closing price of one share of Class B Common Stock on the 0000 XXXX Grant Date. Each 0000 XXXX shall correspond to one share of Class B Common Stock. The 2013 TRSUs shall vest in all instances. In additionfour equal installments on each of the first, second, third and fourth anniversaries of the 0000 XXXX Grant Date, provided that you are employed on each such vesting date and subject to Executive’s continued employment acceleration and all other applicable provisions of the Agreement. The 2013 TRSUs shall be payable in shares of Class B Common Stock and shall accrue dividend equivalents in accordance with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stockLTIP. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except Except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to this Agreement, the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award set forth in an agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively 2013 TRSUs shall be the governing documents same as those evidencing the TRSUs granted to you on February 12, 2013 (except as otherwise required to comply with respect to each award applicable federal, state or local law or applicable rules, regulations, or requirements of SARs granted in 2011 a governmental authority or 2012 (if anystock exchange). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On During the later of Term, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under entitled to participate in the Corporation’s 2006 Equity Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000Plan, as determined consistent with Schedule A attached hereto amended from time to time, and/or any successor plan (the “Initial SAR AwardLTIP”); provided, however, that the vesting commencement date ) and shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time receive an annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date during each fiscal year of the Term; provided that the total target value of not less than the median aggregate grant date value of Executive’s annual long-term incentive awards made to under the Chief Executive Officers LTIP shall be $6,000,000, as measured by the grant date fair value of the Corporation’s peer group of companies approved target awards computed in accordance with U.S. generally accepted accounting principles. Such amount shall be reviewed annually by the Human Resources Compensation Committee and may be increased at the sole discretion of the Board Compensation Committee if Company performance warrants such an adjustment. The Compensation Committee shall establish the terms and conditions of Director for this purpose (consistent with recent past practices) any such long-term incentive awards in its sole discretion, including the type or types of awards granted, performance metrics and determined consistent with Schedule A (the “2012/2013 Grant Metrics”)other vesting conditions; provided, howeverhowever that for each fiscal year during the Term, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation vesting of an initial public offering at least 60% of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share target value of the CorporationExecutive’s common stock on annual equity award shall be subject to performance criteria. In the date event the Executive is found by a court of grant. Subject competent jurisdiction to have materially breached any of the accelerated vesting provisions set forth hereinmaterial terms of Section 11 of this Agreement during the period the Executive was employed by the Company or during the one year period thereafter, the Initial SAR Award and any annual each outstanding long-term incentive award granted to the Executive pursuant to this Section 4 shall be immediately forfeited by the Executive effective as of the date on which the breach occurred, unless forfeited sooner by operation of any other provision of this Agreement, and the Executive shall have no further rights in 2012 shall vest as to 25% respect thereof. If any cash amount or any of the shares subject of Common Stock of the Company which the Executive shall have the right to purchase or otherwise receive in accordance with the terms of the long-term awards granted pursuant to this Section 4 shall have been delivered to the award on the first anniversary Executive as a result of the vesting commencement of any such award or any portion thereof prior to the date (on which the breach occurred, such cash amount or shares of Common Stock shall be Start Date for forfeited by the Initial SAR Award and Executive effective as of the date of grant for on which the breach occurred and such 2012 award), cash or shares shall be transferred and as to 1/48th of delivered by the shares subject Executive to the award monthly (on the same calendar date during the month as the Start Date Company in exchange for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services payment equal to the Corporation through the relevant vesting datespurchase price, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject , paid to the terms and conditions Company to acquire such cash or shares. Notwithstanding the foregoing, the provisions of the 2006 EIP this paragraph shall not apply if a Change of Control (or successor planas defined in Subsection 10(i) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement) has occurred or if the Executive’s employment has been terminated by the Company without Cause (as defined in Subsection 9(c) of this Agreement) or by the Executive with Good Reason (as defined in Subsection 9(d) of this Agreement).

Long-Term Incentive Compensation. On the later In respect of the Start Date or the next regularly scheduled grant date for awards by the Corporation2017, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having entitled to a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date fair value of not less than the median aggregate grant date value of annual long-term incentive awards made $6.5 million to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award be granted in 2012 shall vest as to 25% the following manner: (i) $1.2 million in performance share units with a three-year performance metric of the shares subject to the award on the first anniversary relative TSR, (ii) $2.9 million in performance share units with a three-year performance metric of the vesting commencement date cumulative free cash flow, (which shall be Start Date for the Initial SAR Award iii) $1.2 million in performance restricted stock units and the date of grant for such 2012 award)(iv) $1.2 million in stock options, and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafterin each case, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) applicable award agreements and the Amended and Restated 2012 Long-Term Incentive Plan. In respect of the 2018 fiscal year, Executive shall be entitled to a long-term incentive award with an aggregate grant notice date fair value that is no less than $6.5 million (subject to there being sufficient shares reserved under the Amended and award agreement evidencing Restated 2012 Long-Term Incentive Plan or other incentive plan approved by stockholders), but the composition of the grants shall be determined by the Committee which shall be allocated across various equity vehicles and will take into account the allocations under the 2017 long-term incentive award. The Company also agrees that the award as set forth in Exhibit A attached hereto, which collectively shall be agreements governing the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any 2018 long-term incentive awards and/or will retain the “retirement” provisions thereof that are not required under this Section 5 set forth in the 2017 long-term incentive award agreements (which shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part clarification set forth in Section 4(d) of this Agreement) and the “without cause” and “good reason” provisions set forth in the performance share unit awards under the 2017 long-term incentive program. For the avoidance of doubt, Executive’s termination of employment upon the expiration of the Term shall be treated as “retirement” for purposes of the 2018 long-term incentive awards granted to Executive. In the event (1) there are insufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan to make the 2018 long-term incentive awards to Executive, (2) the stockholders of the Company do not approve additional shares sufficient to grant the 2018 long-term incentive award to Executive, and (3) the Compensation Committee determines to provide an alternative incentive program that is made available to the senior executive team, Executive will be treated under that program in a manner commensurate with his position as Chief Executive Officer of the Company.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of the Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of the Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,000100% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date shall be the Start Date in all instances. In additionnumber, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 level and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longB-1-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.2

Long-Term Incentive Compensation. On (i) During the later Term, the Executive will be eligible to participate in the Company’s 2021 management incentive plan or other long-term equity compensation program of the Start Date or Company (the next regularly scheduled grant date for awards by “MIP”). As an inducement to the CorporationExecutive commencing employment with the Company, Executive shall will be eligible to receive an initial long-term award having a target value equal to $1.8 million, intended to be granted an award in respect of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto 2021 and 2022 calendar years (the “Initial SAR AwardEquity Grant”); provided. 2/3rd of the Initial Equity Grant will be performance-based restricted stock units (the “PSUs”) and 1/3rd of such Initial Equity Grant will be time-based restricted stock units (the “RSUs”). The PSUs are expected to have a three-year performance period, howeverwith the applicable performance goals to be determined by the Board or Compensation Committee, that and will be generally consistent with the vesting commencement date shall be goals established for other senior executives of the Company who receive similar awards under the MIP. The RSUs will vest in equal annual installments over a three-year period beginning on the Start Date in all instancesand each applicable anniversary thereof. In addition, The RSUs and PSUs will be subject to Executive’s continued employment with the Corporation on other terms and conditions set forth in the MIP and the applicable date of grantaward agreement. It is currently expected that, commencing with calendar year 2023, the Executive will be grantedeligible to receive an annual long-term award during the Term having a target value equal to $900,000, in calendar 2012 on terms and 2013 conditions to be determined by the Board or Committee at the time annual awards such award(s) are granted made and taking into account the Company’s grant practices at such time. (or, if not granted, would be grantedii) The following terms will apply with respect to other senior executives, respective additional annual awards of SARs and/or the Initial Equity Grant and any other long-term incentive awards granted to the Executive from time to time: (1) in the event of a Change in Control, the MIP and/or the applicable award with an aggregate grant date value of not agreement(s) governing the Executive’s equity awards will provide for 2 (2) if the Executive becomes subject to any stock ownership guidelines implemented by the Company, such ownership guidelines will provide for no less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as five years following the Start Date for Executive to reach compliance with such guidelines (without penalty or interim obligations prior to such compliance deadline). (3) the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject Executive may elect to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents satisfy his applicable tax liability with respect to each award equity-based awards under the MIP (calculated at up to the statutory maximum rate, if so elected by the Executive) through net settlement (taking into account any liquidity concerns raised by the Company’s board of SARs granted in 2011 directors at the time of settlement) or 2012 pursuant to a broker-assisted “sell-to-cover” transaction that is either outside of an applicable blackout window under the Company’s xxxxxxx xxxxxxx policy (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply applicable) or pursuant to the Second Part and the Third Part of this Agreementa pre-approved 10b5-1 trading plan.

Long-Term Incentive Compensation. On During the later of Employment -------------------------------- Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On (a) During the later of the Start Date or the next regularly scheduled grant date for awards by the CorporationEmployment Period, Executive shall be granted an award of stock appreciation rights (SARs) under participate in the CorporationCompany’s 2006 2009 Equity Incentive Plan and any successor thereto (the “2006 EIPLong-Term Incentive Plan”) having in accordance with the terms and conditions thereof and on the same basis as other senior executives of the Company, subject to Section 2.3 (b) below for 2016. In connection with his commencing employment with the Company, on the Effective Date Executive is being awarded under the Long Term Incentive Plan a time vesting restricted stock grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR AwardGrant”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted ) for six hundred thousand dollars (or, if not granted, would be granted$600,000) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s Company common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (, valued as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock market closing on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of vesting in equal semi-annual installments over 4 years from the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided hereinEffective Date. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the The terms and conditions of the 2006 EIP Initial Grant shall be governed by the Long Term Incentive Plan and an award agreement determined by the Compensation Committee of the Board (or successor plan“Committee”). (b) For 2016, upon recommendation and approval of the Committee, Executive shall be entitled to receive under the Long Term Incentive Plan (a) a restricted stock grant for three hundred sixty five thousand dollars ($365,000) of the Company’s common stock, valued as of market closing on the date of grant, which would be earned based upon the Company achieving performance targets for 2016 as determined by the Committee, and if earned, would vest 25% upon the Committee’s determination that such performance targets were achieved, and 25% on each of the subsequent anniversaries of the date of such grant (the “2016 One Year Performance Grant”) and (b) a restricted stock grant for three hundred sixty five thousand dollars ($365,000) of the grant notice Company’s common stock, valued as of market closing on the date of grant, which would be earned based upon the Company achieving three year cumulative performance targets for 2016, 2017, and 2018 as determined by the Committee, and if earned, would vest 100% upon the Committee’s determination that such performance target was achieved (“2016 Three Year Performance Grant”). The terms and conditions of the 2016 One Year performance Grant and 2016 Three Year Performance Grant shall be governed by the Long Term Incentive Plan and an award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board Committee consistent with corresponding grants provided to other senior executive officers of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementCompany for 2016.

Long-Term Incentive Compensation. On (i) During the later Term, the Executive will be eligible to participate in the Company’s 2021 management incentive plan or other long-term equity compensation program of the Start Date or Company (the next regularly scheduled grant date for awards by “MIP”). As an inducement to the CorporationExecutive commencing employment with the Company, the Executive shall will be granted eligible to receive an initial long-term award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date target value of not less than equal to $4,900,000, as determined consistent with Schedule A attached hereto 6 million (the “Initial SAR AwardEquity Grant”); provided, howeverwhich is intended to cover a multi-year period during the Term. 2/3rd of the Initial Equity Grant will be performance-based restricted stock units (the “PSUs”) and 1/3rd of such Initial Equity Grant will be time-based restricted stock units (the “RSUs”). The PSUs are expected to have a three-year performance period, that with the vesting commencement date shall applicable performance goals to be determined by the Board or the Committee, and will be generally consistent with the goals established for other senior executives of the Company who receive similar awards under the MIP. The RSUs will vest in equal annual installments over a three-year period beginning on the Start Date in all instancesand each applicable anniversary thereof. In addition, The RSUs and PSUs will be subject to Executive’s continued employment the other terms and conditions set forth in the MIP and the applicable award agreement. It is currently expected that, commencing with the Corporation on calendar year immediately following the end of the multi-year period applicable date of grantto the Initial Equity Grant, the Executive will be grantedeligible to receive an annual long-term award during the Term having a target value equal to $2 million, in calendar 2012 on terms and 2013 conditions to be determined by the Board or the Committee at the time annual awards such award(s) are granted made and taking into account the Company’s grant practices at such time. (or, if not granted, would be grantedii) The following terms will apply with respect to other senior executives, respective additional annual awards of SARs and/or the Initial Equity Grant and any other long-term incentive awards granted to the Executive from time to time: (1) in the event of a Change in Control, the MIP and/or the applicable award agreement(s) governing the Executive’s equity awards will provide for treatment upon such Change in Control that is consistent with an aggregate grant date value of not prevailing market practices as determined by the Board or the Committee reasonably and in good faith. (2) if the Executive becomes subject to any stock ownership guidelines implemented by the Company, such ownership guidelines will provide for no less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as five years following the Start Date for Executive to reach compliance with such guidelines (without penalty or interim obligations prior to such compliance deadline). (3) the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject Executive may elect to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents satisfy his applicable tax liability with respect to each award equity-based awards under the MIP (calculated at up to the statutory maximum rate, if so elected by the Executive) through net settlement (taking into account any liquidity concerns raised by the Company’s board of SARs granted in 2011 directors at the time of settlement) or 2012 pursuant to a broker-assisted “sell-to-cover” transaction that is either outside of an applicable blackout window under the Company’s xxxxxxx xxxxxxx policy (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply applicable) or pursuant to the Second Part and the Third Part of this Agreementa pre- approved 10b5-1 trading plan.

Long-Term Incentive Compensation. On the later (a) With respect to each fiscal year of the Start Date or Company ending during the next regularly scheduled grant date for awards by Term, the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under eligible to participate in any long-term equity incentive programs established by the Corporation’s 2006 Company for its senior level executives generally, including the Radian Group Inc. Amended and Restated 2008 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000Compensation Plan, as determined consistent with Schedule A attached hereto or any successor plan (the “Initial SAR AwardEquity Plan”); provided, howeverat levels determined (subject to the requirements of the next sentence) by the independent directors of the Board, that in their sole discretion, commensurate with the vesting commencement date Executive’s position as Chief Executive Officer. With respect to each fiscal year of the Company ending during the Term, the target level of long-term incentive compensation, in the aggregate, for which the Executive is eligible, shall be no less than 3.5 times Base Salary, at the Start Date rate in all instanceseffect for the applicable fiscal year. In addition, subject The Executive agrees to Executive’s continued employment comply with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior Company’s share ownership guidelines for Company executives, respective additional annual as in effect from time to time. (b) Equity awards of SARs and/or or other long-term incentive award with an aggregate grant date value of not less (including cash-based) awards granted to the Executive on or after the Effective Date shall provide for the following: (i) If the Executive’s employment terminates for any reason (other than a termination by the median aggregate grant date value of annual Company for Cause), (1) the service-based vesting provisions applicable to the Executive’s outstanding stock options, stock appreciation rights, restricted stock and other equity or other long-term incentive awards made shall immediately lapse, provided that, in all other respects, such awards will vest (including based on achievement of any applicable performance conditions) or become exercisable or payable according to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); their terms, and, provided, howeverfurther, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual Company may provide in a non-equity-based long-term incentive award granted in 2012 shall vest as to 25% of that such service-based vesting provisions will not lapse upon a voluntary termination by the shares subject Executive other than for Good Reason that occurs prior to the award on earlier of (x) the first six-month anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant of the applicable award or (y) December 31 of the year of such grant, and (2) in the case of options and stock appreciation rights, all outstanding stock options and stock appreciation rights shall remain exercisable for such 2012 awardthe balance of the original full term. (ii) In the event of the Executive’s death or Disability (as defined below) while employed, outstanding equity awards will be fully vested, exercisable and payable, consistent with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In the event of the Executive’s death or Disability while employed, outstanding non-equity-based long-term incentive awards that are not subject to performance-based vesting shall be fully vested, exercisable and payable, consistent with section 409A of the Code, and any outstanding non-equity-based long-term incentive awards that are subject to performance-based vesting shall continue to vest according to their terms. In the event of the Executive’s death after termination of employment (other than a termination by the Company for Cause), any outstanding equity or other long-term incentive awards that are not subject to performance-based vesting shall be fully exercisable and as to 1/48th payable, consistent with section 409A of the shares Code, and any outstanding equity or other long-term incentive awards that are subject to performance-based vesting shall continue to vest according to their terms. (iii) In the event of the Executive’s termination of employment by the Company for Cause, any outstanding equity or other long-term incentive awards shall immediately terminate and be of no further force or effect. (c) For equity awards granted to the Executive before 2010, if the Executive’s employment terminates for any reason (other than by the Company for Cause), including death or disability (as defined in the applicable award monthly (agreement), notwithstanding anything contained to the contrary in any applicable award agreement, the Executive’s outstanding stock options, restricted stock and other equity awards shall become immediately and fully vested and, in the case of options, exercisable, all restrictions and conditions on the same calendar date during the month as the Start Date all such awards shall immediately lapse and all outstanding stock options shall remain exercisable for the Initial SAR Award and balance of the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided hereinoriginal full option term. Each award of SARs Equity awards granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein 2010 shall be subject to the terms and conditions of the 2006 EIP applicable grant agreements. (or successor pland) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with With respect to each award of SARs granted in 2011 or 2012 (if any). Any cash-based long-term incentive awards and/or provisions thereof that are not required under this Section 5 granted to the Executive prior to the Effective Date, the definition of Retirement in each such award shall be determined solely by modified, effective as of the Board Effective Date, to apply to any separation from service other than for Cause that follows the Executive’s attainment of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part age 55 and the Third Part completion of this Agreementfive years of service with the Company. (e) Notwithstanding the foregoing, in the event any equity or other long-term incentive awards constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code and are payable upon “separation from service,” the delivery of shares of common stock or cash (as applicable) in settlement of such awards shall be made on the date that is six months after the Executive’s “separation from service,” if required by section 409A, or if earlier, immediately following any permissible payment event under section 409A of the Code.

Long-Term Incentive Compensation. On During the later of the Start Date or the next regularly scheduled grant date for awards by the CorporationTerm, Executive shall be granted an award of stock appreciation rights (SARs) under entitled to participate in the Corporation’s 2006 Equity Stock Incentive and Award Plan (“2006 EIP”) having a grant date value of not less than $4,900,000or any successor plan thereto, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or or any other long-term incentive award plan implemented by the Company, at a level that is competitive with market practices, as determined by the Compensation Committee. Executive shall receive the following awards during the Term under, and subject to the terms of, the Stock Incentive and Award Plan: (i.) If Executive’s most recent employer prior to the Hire Date treats his termination of employment with such employer as a retirement for purposes of vesting his equity-based awards granted by such employer, Executive will receive the awards described under this clause (i) instead of the awards described under clause (ii) of this Section 5(c). On the Hire Date, Executive will be granted Performance Share Incentive Awards as follows: (A) For the FY 2017-2019 performance period, a grant of target shares having an aggregate economic grant date value of not less than $300,000. Such award will be subject to a Notice of Award reflecting its terms and consistent with the median aggregate terms applicable to grants of Performance Share Incentive Awards made to other employees of the Company for the performance period beginning on November 1, 2016 and ending on October 31, 2019. (B) For the FY 2018-2020 performance period, a grant of target shares having an economic grant date value of annual long-term incentive awards $540,000. Such award will be subject to a Notice of Award reflecting its terms and consistent with the terms applicable to grants of Performance Share Incentive Awards made to the Chief Executive Officers other employees of the Corporation’s peer group Company for the performance period beginning on November 1, 2017 and ending on October 31, 2020. (C) For the FY 2019-2021 performance period, a grant of companies approved target shares having an economic grant date value of $760,000. Such award will be subject to a Notice of Award reflecting its terms and consistent with the terms applicable to grants of Performance Share Incentive Awards made to other employees of the Company for the performance period beginning on November 1, 2018 and ending on October 31, 2021. The number of target shares subject to the Performance Share Incentive Awards shall be determined by dividing the specified economic grant date value by the Human Resources Committee most recent fiscal quarter closing average share price of Common Stock immediately preceding the Hire Date and rounding to the nearest whole share. (ii.) If Executive’s most recent employer prior to the Hire Date does not treat his termination of employment with such employer as a retirement for purposes of vesting his equity-based awards granted by such employer and, as a result, such equity-based awards are forfeited, Executive will receive the awards described under this clause (ii) instead of the Board awards described in clause (i) of Director for this purpose Section 5(c). (A) On the Hire Date, Executive will be granted Performance Share Incentive Awards as follows: (1) For the FY 2017-2019 performance period, a grant of target shares having an economic grant date value of $375,000. Such award will be subject to a Notice of Award reflecting its terms and consistent with recent past practicesthe terms applicable to grants of Performance Share Incentive Awards made to other employees of the Company for the performance period beginning on November 1, 2016 and ending on October 31, 2019. (2) For the FY 2018-2020 performance period, a grant of target shares having an economic grant date value of $690,000. Such award will be subject to a Notice of Award reflecting its terms and determined consistent with Schedule A the terms applicable to grants of Performance Share Incentive Awards made to other employees of the Company for the performance period beginning on November 1, 2017 and ending on October 31, 2020. (3) For the “2012/2013 Grant Metrics”); providedFY 2019-2021 performance period, howevera grant of target shares having an economic grant date value of $935,000. Such award will be subject to a Notice of Award reflecting its terms and consistent with the terms applicable to grants of Performance Share Incentive Awards made to other employees of the Company for the performance period beginning on November 1, that 2018 and ending on October 31, 2021. The number of target shares subject to the 2012/2013 Grant Metrics Performance Share Incentive Awards shall be determined by dividing the specified economic grant date value by the average daily closing share price of Common Stock for the most recent fiscal quarter immediately preceding the Hire Date and rounding to the nearest whole share. (B) On the Hire Date, Executive will be granted Restricted Shares with an economic grant date value of $500,000. Such grant of Restricted Shares will be subject to a Notice of Award reflecting its terms and may not apply to any awards made during calendar 2012 be transferred, pledged, hypothecated or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or otherwise alienated until three years after the consummation Hire Date and shall be subject to forfeiture in the event of an initial public offering Executive’s termination of employment prior to the third anniversary of the Corporation’s common stockHire Date except for the case of death, disability, without Cause, or for Good Reason, as specified below. The number of Restricted Shares subject to the award shall be determined by dividing the economic grant date value by the recent fiscal quarter closing average share price of Common Stock immediately preceding the Hire Date and rounding to the nearest whole share. The forfeitures provisions shall lapse and the Restricted Shares will become vested upon the third anniversary of the Hire Date if Executive remains continuously employed until such date and will be subject to a Notice of Award reflecting its terms consistent with this Agreement and the terms of Restricted Stock granted to other employees of the Company generally. (C) On the Hire Date, Executive will be granted a nonqualified Stock Option to purchase shares of Common Stock with a per share exercise price for the SARs granted pursuant equal to this Section 5 shall equal the Fair Market Value (as defined under in the 2006 EIP, or successor planStock Incentive and Award Plan) of an underlying a share of the Corporation’s common stock Common Stock on the Hire Date and an economic grant date value of grant$500,000. Subject The number of shares subject to this Stock Option will be determined based on a Black Scholes calculation using the recent fiscal quarter closing average share price of Common Stock immediately preceding the Hire Date, a six year average volatility, and rounding to the accelerated vesting provisions set forth hereinnearest whole share. Such Stock Option will become exercisable upon the third anniversary of the Hire Date if Executive remains continuously employed until such date and will be subject to a Notice of Award reflecting its terms consistent with this Agreement. (iii.) In November 2019, subject to Compensation Committee action, the Initial SAR Award and any annual Executive xxxx be granted a long-term incentive award granted in 2012 shall vest with a grant date value equal to $3,200,000, comprised of (A) a Performance Share Incentive Award with target shares having an economic grant date value of $1,280,000 for the performance period beginning on November 1, 2019 and ending on October 31, 2022, (B) a nonqualified Stock Option with a grant date value of $1,280,000 (as to 25% determined under the Black-Scholes valuation methodology), and (C) Restricted Shares with an economic grant date value of the $640,000. The number of target shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Performance Share Incentive Award and the number of Restricted Shares will be determined by dividing the specified economic grant date value by the average daily closing share price of grant Common Stock for such 2012 award), the most recently closed fiscal quarter and the six year average volatility as to 1/48th of the shares subject that same recently closed fiscal quarter and rounding to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided hereinnearest whole share. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any Such long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall will be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such a Notice of Award reflecting their terms, which will be consistent with the terms as apply pursuant applicable to grants of Performance Share Incentive Awards, nonqualified Stock Options, and Restricted Shares made to other employees of the Second Part and the Third Part of this AgreementCompany in November 2019.

Long-Term Incentive Compensation. On the later of the Start Date or the next regularly scheduled (i) Beginning with calendar year 2018 (it being understood and agreed that you have already received an annual LTIP grant date for awards by the Corporationcalendar year 2017), Executive you shall be granted an award eligible to receive annual grants of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than compensation under the median aggregate grant date value of annual LTIP. For the 2018 and 2019 calendar years, you shall have a target long-term incentive awards made value equal to Twelve Million Two Hundred and Fifty Thousand Dollars ($12,250,000). For the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) 2020, 2021 and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided2022 calendar years, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual your target long-term incentive award granted in 2012 value shall vest as to 25% automatically be increased, without further action of the shares subject Committee, to the award on the first anniversary Thirteen Million Five Hundred Thousand Dollars ($13,500,000). The precise amount, form (including equity and equity-based awards, which for purposes of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and this Agreement are collectively referred to as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years“equity awards”) and except as specifically set forth herein shall be subject to the terms and conditions timing of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any any such long-term incentive awards and/or provisions thereof that are not required under this Section 5 award, if any, shall be determined solely by in the Board discretion of Directors and/or its Human Resources the Committee, all of which (other than the amount) shall be consistent with current and past practice. (ii) You shall be eligible to receive a grant of shares of Class B Common Stock based on the stock price performance of CBS’s Class B Common Stock over the period beginning July 1, 2017 and ending on December 31, 2021 (or earlier in certain instances as provided for in Schedule A to this Agreement), and subject to the Company’s degree of achievement against the PRSU Performance Goals for calendar years 2019 and 2020 (the “2017 Performance Award”). The number of shares of Class B Common Stock to be granted to you and the timing of such terms as apply grant shall be determined pursuant to the Second Part schedule set forth on Schedule A to this Agreement, a copy of which is attached hereto and incorporated herein by reference. For the Third Part avoidance of doubt, each reference to “other equity awards” in paragraph 7 of this Agreement is not intended to be a reference to the 2017 Performance Award, the treatment of which upon your termination of employment, disability or death, as applicable, is separately addressed in Schedule A to this Agreement. (iii) CBS agrees to maintain a registration statement on Form S-8 for the Class B Common Stock with respect to the shares that may be delivered to you under the LTIP upon exercise of the stock options described in Xxxxxx X. Xxxxxxxxx as of July 1, 2017 paragraph 3(c)(ii) or in settlement of the RSUs described in paragraph 3(c)(iii) of the Prior Agreement (as defined in paragraph 15 below).

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company on the New York Stock Exchange Composite

Long-Term Incentive Compensation. On Executive shall be entitled to participate in SHCI’s 2004 Incentive Plan (the “Plan”). In this connection, SHCI reserves the right to amend, modify or terminate the Plan in its sole discretion from time to time, but also agrees that such right to amend, modify or terminate shall not adversely affect (A) any rights Executive (or his beneficiaries or estate) may already then have under then outstanding Stock Unit or other long-term cash-based or equity-based awards, or (B) any contractual rights Executive has hereunder with respect to the $400,000 of Stock Units scheduled to be issued to Executive in 2005 under this Agreement. At the same time as other senior executive officers receive grants of restricted stock units (“Stock Units”) under the Plan during the first calendar quarter of 2005 (but in any event not later of the Start Date or the next regularly scheduled grant date for awards by the Corporationthan March 31, 2005), Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having receive a grant of Stock Units in a number equal to $200,000 divided by the closing price for SHCI common stock on such grant date. Such Stock Units shall vest in four equal annual installments commencing on the first anniversary of such grant or such earlier first vesting date value generally provided for grants of not less than $4,900,000Stock Units made at the same time to other senior executive officers, as determined consistent with Schedule A attached hereto (provided Executive is still employed by the “Initial SAR Award”); providedCompany on such vesting dates, however, and further provided that the vesting commencement date such grant in any event shall be the Start Date in all instancessubject to such vesting acceleration as may apply under this Agreement. In addition, on the first business day of the calendar month following completion of the Family Move (as defined below), provided Executive has provided notice of the Family Move to the Company, Executive shall receive an additional grant of Stock Units in a number equal to $200,000 divided by the closing price for SHCI common stock on such grant date. Such Stock Units shall also vest in four equal annual installments beginning on the first anniversary of such grant and on each of the three succeeding anniversaries of such grant provided Executive is still employed by the Company on such vesting dates, and further provided that such grant in any event shall be subject to such vesting acceleration as may apply under this Agreement. Dividend equivalents will be credited with respect to the above-described Stock Unit grants and any other Stock Units granted to Executive under the Plan in accordance with this paragraph on a basis which the Committee shall determine to be generally applicable to Plan participants (and uniform as to all senior officers), and the Committee under the Plan shall determine the form of payment of dividend equivalents, including cash or additional Stock Units. In 2006 and years thereafter, the Executive shall be eligible for an annual Stock Unit award (or other equity-based award of equivalent economic value) having a face value at grant, assuming full vesting and achievement of performance criteria, equal to 100% of Executive’s continued employment with annual base salary and vesting in four equal annual installments and shall be subject to such other terms as the Corporation on Committee shall determine to be appropriate. Notwithstanding any other provision, only the applicable date of grant, Executive will be granted, Stock Unit awards made or granted in calendar 2012 and 2013 at the time annual awards are granted 2005 (or, if not granted, would be granted) to but no other senior executives, respective additional annual awards of SARs and/or equity-based or other long-term incentive award with an aggregate grant date value awards) shall immediately vest in the event of not less than the median aggregate grant date value Executive’s death or termination due to disability, termination of annual long-term incentive awards made to the Chief Executive Officers of the CorporationExecutive’s peer group of companies approved employment by the Human Resources Committee Company without Cause (including any Constructive Termination), except that in the case of the Board a “Change of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value Control” (as defined under in the 2006 EIP, or successor planPlan) all of an underlying share of the CorporationExecutive’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 Stock Unit awards shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereaftervest, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 such adjustments (if any) will have a term of like duration as annual grants may be necessary to avoid any penalty tax under IRC Section 409A if and to the extent applicable. The Company intends that any award payout, deferral and other provisions applicable to Executive’s Stock Unit awards, as well as bonuses or other payments to Executive under this Agreement, fully comply with the payout and other limitations and restrictions imposed under new IRC Section 409A, as clarified or modified by to-be-issued IRS regulations – in each case if and to the extent such Section 409A is otherwise applicable to Executive’s awards and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. In this connection, the parties agree that the payout timing provisions applicable to the Stock Unit awards and other payments made to Executive, and the terms of any deferral and other senior executives during rights regarding such years (but not less than seven (7) years) and except as specifically set forth herein awards, shall be subject deemed modified, if and to the terms extent necessary to comply with the payout and conditions of the 2006 EIP (other limitations and restrictions imposed under new IRC Section 409A, as clarified or successor plan) modified by to-be-issued IRS regulations – in each case if and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part extent such Section is otherwise applicable to Executive’s awards and such compliance is necessary to avoid the Third Part of this Agreement.penalties otherwise imposed under Section 409A.

Long-Term Incentive Compensation. On As a further inducement to -------------------------------- Executive, the later Company shall grant to Executive 225,000 restricted shares of the Start Date or Company's common stock (the next regularly scheduled grant "Incentive Stock "). The Incentive Stock shall fully --------------- vest subject to the satisfaction of a two tiered vesting requirement. The first vesting requirement is that for each quarter's Incentive Stock to vest, the Company shall employ Executive on the last day of the calendar quarter in question ("Time Component"). The second vesting requirement is that at the end -------------- of each calendar year, upon the date for awards by that the CorporationBoard of Directors determines the Bonus as set forth in paragraph 3 above, the Board shall make a similar determination as to the success of Executive and the Company in reaching corporate goals and based upon such determination the Board in its sole discretion shall approve the vesting of such amount of shares as it deems appropriate ("Performance Component"). The Incentive Stock shall be granted such --------------------- that there shall always be 225,000 shares of Incentive Stock outstanding and unvested with respect to the Performance Component, even if they are vested with respect to the Time Component. As the Incentive Stock vests under the Time Component a similar increase in unvested Incentive Stock shall occur so that there shall always be 225,000 shares of Incentive Stock that is unvested. For example, at the end of the first quarter, provided the Time Component is satisfied, Executive shall be granted an award vested in 18,750 shares of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, Stock subject only to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers satisfaction of the Corporation’s peer group Performance Component (thereby reducing the total amount of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply unvested Incentive Stock to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan206,250 shares) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively amount of outstanding unvested Incentive Stock shall be increased by 18,750 shares to bring the governing documents with respect total unvested amount back up to each award of SARs granted in 2011 or 2012 (if any)225,000 shares. Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 Dividends on the vested and unvested Incentive Stock shall be determined solely paid to Executive as follows on that date when dividends are paid to shareholders: Executive shall be paid for each calendar year hereunder the dividends on 225, 000 shares irrespective of whether either the Performance Component or Time Component for vesting is satisfied. In each of the following years, Executive shall receive the dividends on all Incentive Stock deemed "vested" by the Board under the Time Component and Performance Component to date and on the then outstanding 225,000 shares of Directors and/or its Human Resources CommitteeIncentive Stock. For example, subject to such terms as apply pursuant on October 20, 1999 (the anticipated date for payment of the third quarter dividend) Executive would be paid the following dividends relative to the Second Part and Incentive Stock: Dividends on the Third Part of this Agreement.then outstanding 225,000 shares

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within ninety (90) days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every twelve (12) months during the Employment Period. Notwithstanding the foregoing, the Executive's LTI award for 2016 shall have a date of grant value, as calculated on a basis consistent with LTI awards to all other similarly-situated executives, of sixty percent (60%) of the Executive's Annual Base Salary. LTI awards in the Committee’s or the next regularly scheduled grant date for awards by the Corporation, Executive shall Board’s discretion may be granted an award in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000or units, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); providedperformance shares or any combination thereof, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to or other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies form approved by the Human Resources Committee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the Board of Director for this purpose applicable calendar year (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein Paragraph 5 below), the Executive’s LTI Awards shall be subject to fully vested upon the terms and conditions close of the 2006 EIP (or successor plan) performance period to which they relate. Unless deferred by the written agreement of the Company and the grant notice and award agreement evidencing Executive in accordance with Section 409A, the award as set forth in Exhibit A attached hereto, which collectively Executive’s LTI Awards shall be paid promptly after the governing documents with respect close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to receive such terms as apply pursuant to the Second Part and the Third Part of this AgreementLTI Award.