0001584207-17-000008 Sample Contracts

FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ONEMAIN HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 21st, 2017 • OneMain Holdings, Inc. • Personal credit institutions • Delaware

This Award Agreement (this “RSU Award Agreement”), dated as of ________ __, 201_ (the “Date of Grant”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated OneMain Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 21st, 2017 • OneMain Holdings, Inc. • Personal credit institutions • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of November 8, 2016, among ONEMAIN FINANCIAL HOLDINGS, LLC, a Delaware limited liability company (the “Company”), OMF HY, INC., a Delaware corporation (the “Co-obligor”), ONEMAIN HOLDINGS, INC., a Delaware corporation (the “Parent Guarantor”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • February 21st, 2017 • OneMain Holdings, Inc. • Personal credit institutions • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2015 (this “First Supplemental Indenture”), among OneMain Financial Holdings, Inc., a Delaware corporation (the “Issuer”), The Bank of New York Mellon, as trustee (the “Trustee”), and OMF HY, Inc., a Delaware corporation (the “Co-obligor”).

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