Common use of Variable Compensation Clause in Contracts

Variable Compensation. Executive will be eligible to participate in the Company’s discretionary variable compensation program, as amended from time to time. Executive’s initial target bonus opportunity shall be $2,700,000 (“Target Bonus Opportunity”), with the actual amount of any such award to be determined in the sole discretion of the Company, based on a mix of factors, including but not limited to individual, team and Company performance as well as external economic considerations. For years 2018 through and including 2020, assuming Executive is performing his CFO duties at the level expected by the Company, Executive’s baseline total compensation opportunity for each full year of service will be no less than $3,400,000, with the actual amount of any such award to be determined in the sole discretion of the Company, based on the mix of factors referenced immediately above. Variable compensation awards may be awarded in cash, equity-based instruments, or in any other form and may also be deferred in full or in part, as determined by the Company; provided, that the form and the timing of payment of awards, as well as other terms and conditions for awards, will be consistent with awards granted to similarly situated colleagues. Any award Executive receives will be subject to applicable tax and other required withholdings. Any cash portion of any award will be paid by March 15th following the determination of awards and any deferred cash and equity-based instruments granted to Executive as part of his award will be granted as soon as practicable following the determination of awards, in each case, provided that Executive remains employed by the Company on the payment date or grant date (as applicable) and neither Executive nor the Company has given notice to terminate Executive’s employment prior to the payment date or grant date (as applicable). Any deferred cash and equity-based instruments granted to Executive as part of his award will be governed by the applicable equity plan document and award agreement, as applicable. In the event of any conflict between information contained in this document and the plan or award agreement provisions, the terms of the plan and award agreement shall control. Receiving an award under the discretionary award program in certain years does not guarantee payment or level of award in any subsequent year and any award may be forfeited or reduced (i.e., is subject to clawback where legally permissible) as determined appropriate by the Company in its sole discretion or where required by law. The Company reserves the right to change the rules of any compensation plan or program or to cancel any such plan or program at any time without prior notice in its sole and absolute discretion, provided however, that any such change or cancellation which would have a material adverse affect on any of Executive’s outstanding awards cannot be made without Executive’s written consent.

Variable Compensation. Executive will be eligible to participate in the Company’s discretionary variable compensation program, as amended from time to time. For performance year 2015 only, Executive shall receive a guaranteed award of $869,260 (the “2015 Guaranteed Award”). For years subsequent to 2015, Executive’s initial target bonus opportunity shall be $2,700,000 2,500,000 (“Target Bonus Opportunity”), with the actual amount of any such award to be determined in the sole discretion of the Company, based on a mix of factors, including but not limited to individual, team and Company performance as well as external economic considerations. For years 2018 through and including 2020, assuming Executive is performing his CFO duties at the level expected by the Company, Executive’s baseline total compensation opportunity for each full year of service will be no less than $3,400,000, with the actual amount of any such award to be determined in the sole discretion of the Company, based on the mix of factors referenced immediately above. Variable compensation awards may be awarded in cash, equity-based instruments, or in any other form and may also be deferred in full or in part, as determined by the Company; provided, that the form and the timing of payment of awards, as well as other terms and conditions for awards, will be consistent with awards granted to similarly situated colleagues. Any award Executive receives will be subject to applicable tax and other required withholdings. Any cash portion of any award will be paid by March 15th following the determination of awards and any deferred cash and equity-based instruments granted to Executive as part of his award will be granted as soon as practicable following the determination of awards, in each case, provided that Executive remains employed by the Company on the payment date or grant date (as applicable) and neither Executive nor the Company has given notice to terminate Executive’s employment prior to the payment date or grant date (as applicable). However, with respect to the 2015 Guaranteed Award, if Executive is notified that his employment will be terminated without Cause, then, whether or not his employment terminates prior to the equity grant date or cash payment date (as applicable) under the following circumstances, Executive will remain entitled to, and shall, receive his award as if he had not given or received notice, and as if he had remained employed through the payment date: • Death • Disability (as defined in the Company’s long-term disability plan) • Retirement with the approval of the Company • Termination of Executive’s employment by the Company without Cause (as defined herein) Any deferred cash and equity-based instruments granted to Executive as part of his award will be governed by the applicable equity plan document and award agreement, as applicable. In the event of any conflict between information contained in this document and the plan or award agreement provisions, the terms of the plan and award agreement shall control. Receiving an award under the discretionary award program in certain years does not guarantee payment or level of award in any subsequent year and any award may be forfeited or reduced (i.e., is i.e. subject to clawback where legally permissible) as determined appropriate by the Company in its sole discretion or where required by lawdiscretion. The Company reserves the right to change the rules of any compensation plan or program or to cancel any such plan or program at any time without prior notice in its sole and absolute discretion, provided however, that any such change or cancellation which would have a material adverse affect on any of Executive’s outstanding awards cannot be made without Executive’s written consent.

Variable Compensation. Executive will be eligible to participate in the Company’s 's discretionary variable compensation award program, as amended from time to time. Executive’s initial target bonus opportunity For performance year 2016 only, Executive shall be receive a guaranteed award of $2,700,000 450,000 (the “Target Bonus Opportunity2016 Guaranteed Award”). For purposes of clarity, with the actual amount this award is in lieu of any such additional discretionary award for the 2016 performance year. For years subsequent to 2016, Executive's bonus award will be determined in the sole discretion of the Company, based on a mix of factors, including but not limited to individual, team and Company performance as well as external economic considerations. For years 2018 through and including 2020subsequent to 2016, assuming Executive is performing his CFO duties at with no guarantee, the level expected by the Company, Executive’s baseline total compensation current annual award opportunity for each full year of service will your role would be no less than $3,400,000450,000, with the actual amount of any such award to be determined in at the sole discretion of the Company, based on achievement against the mix of factors referenced immediately described above. Variable compensation Discretionary awards are determined annually based on a mix of factors including but not limited to individual, team and Company performance as well as external economic considerations and may be awarded in cash, equity-based instruments, or in any other form and may also be deferred in full or in part, as determined by the Company; provided, that the . The form and the timing of payment of awardsExecutive’s award, as well as other terms and conditions for awardsconditions, will be consistent with awards granted to similarly situated colleagues. Any award Executive receives will be subject to applicable tax and other required withholdings. Any The cash portion of any award will be paid by March 15th following the determination of awards awards, and any deferred cash and equity-based instruments granted to Executive as part of his award will be granted as soon as practicable following the determination of awards, in each case, provided that Executive remains employed by the Company on the payment date or grant date (as applicable) and neither Executive nor the Company has given notice to terminate Executive’s employment prior to the payment date or grant date (as applicable). However, with respect to the 2016 Guaranteed Award, if Executive’s employment terminates prior to the equity grant date or cash payment date (as applicable) under the following circumstances, Executive will remain entitled to receive the award: • Death • Disability • Retirement with the approval of the Company • Termination of employment by the Company without cause Any deferred cash and equity-based instruments granted to Executive as part of his Executive’s award will be governed by the applicable equity plan document and award agreement, as applicable. In the event of any conflict between information contained in this document and the plan or award agreement provisions, the terms of the plan and award agreement shall controlwill govern. Receiving an award under the discretionary award program in certain years does not guarantee payment or level of award in any subsequent year and any award may be forfeited or reduced (i.e., is i.e. subject to clawback where legally permissibleclawback) as determined appropriate by the Company in its sole discretion or where required by lawdiscretion. The Company reserves the right to change the rules of any compensation plan or program or to cancel any such plan or program at any time without prior notice in its sole and absolute discretion, provided however, that any such change or cancellation which would have a material adverse affect on any of Executive’s outstanding awards cannot be made without Executive’s written consent.

Variable Compensation. Executive will be eligible to participate in the Company’s discretionary variable compensation program, as amended from time to time. Executive’s initial target bonus opportunity shall be $2,700,000 (“Target Bonus Opportunity”), with the actual amount of any such award to be determined in the sole discretion of the Company, based on a mix of factors, including but not limited to individual, team and Company performance as well as external economic considerations. For years 2018 through and including 2020, assuming Executive is performing his CFO duties at the level expected by the Company, Executive’s baseline total compensation opportunity for each full year of service will be no less than $3,400,000, with the actual amount of any such award to be determined in the sole discretion of the Company, based on the mix of factors referenced immediately above. Variable compensation awards may be awarded in cash, equity-based instruments, or in any other form and may also be deferred in full or in part, as determined by the Company; provided, that the form and the timing of payment of awards, as well as other terms and conditions for awards, will be consistent with awards granted to similarly situated colleagues. Any award Executive receives will be subject to applicable tax and other required withholdings. Any cash portion of any award will be paid by March 15th following the determination of awards and any deferred cash and equity-based instruments granted to Executive as part of his award will be granted as soon as practicable following the determination of awards, in each case, provided that 4 Executive remains employed by the Company on the payment date or grant date (as applicable) and neither Executive nor the Company has given notice to terminate Executive’s employment prior to the payment date or grant date (as applicable). Any deferred cash and equity-based instruments granted to Executive as part of his award will be governed by the applicable equity plan document and award agreement, as applicable. In the event of any conflict between information contained in this document and the plan or award agreement provisions, the terms of the plan and award agreement shall control. Receiving an award under the discretionary award program in certain years does not guarantee payment or level of award in any subsequent year and any award may be forfeited or reduced (i.e., is subject to clawback where legally permissible) as determined appropriate by the Company in its sole discretion or where required by law. The Company reserves the right to change the rules of any compensation plan or program or to cancel any such plan or program at any time without prior notice in its sole and absolute discretion, provided however, that any such change or cancellation which would have a material adverse affect on any of Executive’s outstanding awards cannot be made without Executive’s written consent.. Section 4. Buy-Out Award To recognize that you will forfeit awards granted or to be granted by your former employer as a result of joining Citizens, you will receive a cash award and a restricted stock unit award, with the equity award subject to approval by the Compensation and Human Resources Committee of the Board of Directors or its delegate. The grant of these awards is subject to you providing the following documents to Citizens within 45 days of your start date: (1) Statement or other documentation reflecting the expectation or forfeiture of your award, as applicable; and (2) Documentation regarding the terms of your forfeited award (plan document and award agreement, or other applicable document). If satisfactory documentation is not provided within 45 days of your start date, you will forfeit the right to receive your award for no consideration. 5 (a) Cash Portion. You will receive a cash payment of $3,000,000, to be paid in a lump sum on or about March 31, 2017. Executive shall be entitled to this payment, without it being subject to forfeiture, unless he resigns or is terminated for Cause (as defined in Section 5(c) below) prior to payment being made. In the event Executive resigns or is terminated for Cause prior to payment being made, Executive will forfeit the unpaid amount. (b)

Variable Compensation. Executive will be eligible to participate in the Company’s 's discretionary variable compensation program, as amended from time to time. For performance year 2015 only, Executive shall receive a guaranteed award of $869,260 (the “2015 Guaranteed Award”). For years subsequent to 2015, Executive’s 's initial target bonus opportunity shall be $2,700,000 2,500,000 (“"Target Bonus Opportunity”"), with the actual amount of any such award to be determined in the sole discretion of the Company, based on a mix of factors, including but not limited to individual, team and Company performance as well as external economic considerations. For years 2018 through and including 2020, assuming Executive is performing his CFO duties at the level expected by the Company, Executive’s baseline total compensation opportunity for each full year of service will be no less than $3,400,000, with the actual amount of any such award to be determined in the sole discretion of the Company, based on the mix of factors referenced immediately above. Variable compensation awards may be awarded in cash, equity-based instruments, or in any other form and may also be deferred in full or in part, as determined by the Company; provided, that the form and the timing of payment of awards, as well as other terms and conditions for awards, will be consistent with awards granted to similarly situated colleagues. Any award Executive receives will be subject to applicable tax and other required withholdings. Any cash portion of any award will be paid by March 15th following the determination of awards and any deferred cash and equity-based instruments granted to Executive as part of his award will be granted as soon as practicable following the determination of awards, in each case, provided that Executive remains employed by the Company on the payment date or grant date (as applicable) and neither Executive nor the Company has given notice to terminate Executive’s 's employment prior to the payment date or grant date (as applicable). However, with respect to the 2015 Guaranteed Award, if Executive is notified that his employment will be terminated without Cause, then, whether or not his employment terminates prior to the equity grant date or cash payment date (as applicable) under the following circumstances, Executive will remain entitled to, and shall, receive his award as if he had not given or received notice, and as if he had remained employed through the payment date: • Death • Disability (as defined in the Company's long-term disability plan) • Retirement with the approval of the Company • Termination of Executive's employment by the Company without Cause (as defined herein) Any deferred cash and equity-based instruments granted to Executive as part of his award will be governed by the applicable equity plan document and award agreement, as applicable. In the event of any conflict between information contained in this document and the plan or award agreement provisions, the terms of the plan and award agreement shall control. Receiving an award under the discretionary award program in certain years does not guarantee payment or level of award in any subsequent year and any award may be forfeited or reduced (i.e., is i.e. subject to clawback where legally permissible) as determined appropriate by the Company in its sole discretion or where required by lawdiscretion. The Company reserves the right to change the rules of any compensation plan or program or to cancel any such plan or program at any time without prior notice in its sole and absolute discretion, provided however, that any such change or cancellation which would have a material adverse affect on any of Executive’s outstanding awards cannot be made without Executive’s written consent.