Exhibit 10.1



 Exhibit 10.1 
 NOTE: This Performance Restricted Stock Unit Award Agreement is applicable to performance restricted stock unit awards made to members of the Managing Committee (“Participants”) of U.S.
Bancorp (the “Company”) on and after January 1, 2012. These performance restricted stock unit awards have the terms and conditions set forth in (a) each Participant’s award summary (the “Award Summary”), which can
be accessed on the Morgan Stanley Smith Barney Benefit Access Website at www.benefitaccess.com (or the website of any other stock plan administrator selected by the Company in the future), and (b) the form of Exhibit A hereto (which will
be completed to include all information called for therein) (the “Completed Exhibit A”) provided to such Participant as soon as administratively feasible following the date on which the award is made. The Award Summary may be viewed
at any time on this Website, and the Award Summary may also be printed out. In addition to the individual terms and conditions set forth in the Award Summary and the Completed Exhibit A, each performance restricted stock unit award will have
the terms and conditions set forth in the form of Performance Restricted Stock Unit Award Agreement below. As a condition of each performance restricted stock unit award, Participant accepts the terms and conditions of the Performance Restricted
Stock Unit Award Agreement, the Award Summary and the Completed Exhibit A. 
 U.S. BANCORP PERFORMANCE RESTRICTED
STOCK UNIT AWARD AGREEMENT 
 THIS AGREEMENT, together with the Award Summary and the Completed Exhibit A which are incorporated
herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the
“Common Stock”). The Agreement is issued pursuant to the Company’s Amended and Restated 2007 Stock Incentive Plan, which was approved by shareholders on April 20, 2010 (the “Plan”) and is subject to its terms.
Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan. 
 The Company and
Participant agree as follows: 
  

	1.	Award 

 Subject to
the terms and conditions of the Plan and the Agreement, the Company grants to Participant a performance restricted stock unit award entitling Participant to the number of performance restricted stock units (the “Units”) equal to the
“Target Award Number” set forth in Participant’s Award Summary (such number of units, the “Target Award Number”). The Target Award Number shall be adjusted upward or downward as provided in the Completed Exhibit A. The
number of Units that Participant will receive under this Agreement, after giving effect to such adjustment, is referred to herein as the “Final Award Number.” Each Unit represents the right to receive one share of Common Stock, subject to
the vesting requirements and distribution provisions of this Agreement and the terms of the Plan. The shares of Common Stock distributable to Participant with respect to the Units granted hereunder are referred to as the “Shares.”
Participant’s Award Summary sets forth the date of grant of this award (the “Grant Date”). The Completed Exhibit A sets forth (a) the performance period over which the Final Award Number will be determined (the
“Performance Period”), and (b) the date on which the Final Award Number will be determined (the “Determination Date”). 
  

	2.	Vesting; Forfeiture 

 (a) Time Based Vesting Conditions. Subject to the terms and conditions of the Agreement, the Units shall vest in installments on the dates set forth in the Participant’s Award Summary (each
such date, a “Scheduled Vesting Date”), if the Participant remains continuously employed by the Company or an Affiliate of the Company until any such Scheduled Vesting Date. Except as otherwise provided in the Agreement, if Participant
ceases to be an employee of the Company or any Affiliate prior to vesting of any Units in accordance with the Award Summary, all of Participant’s unvested Units shall be immediately and irrevocably forfeited. 







 (b) Continued Vesting Upon Separation From Service Due to Retirement or Disability.
If Participant has a Separation From Service (as defined in Section 11) with the Company or any Affiliate by reason of Disability (as defined in Section 11) or Retirement (as defined in Section 11), the Units shall not be forfeited,
but shall continue to vest on the Scheduled Vesting Dates in accordance with Participant’s Award Summary and subject to the terms of the Agreement, including Section 2(f) hereof, as though such Separation From Service had never occurred,
so long as the Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant. 

(c) Acceleration of Vesting Upon Death. If Participant ceases to be an employee by reason of death, or if Participant dies after a
Separation From Service with the Company or an Affiliate due to Disability or Retirement but prior to any Scheduled Vesting Date, then the Units will become vested in accordance with this Section 2(c). If such death occurs prior to the last day
of the Performance Period, a number of Units equal to the Target Award Number will vest upon Participant’s death. If the death occurs on or after the last day of the Performance Period, then a number of Units equal to the Final Award Number
will vest upon Participant’s death. Notwithstanding the foregoing, such accelerated vesting shall occur only if the Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement
between the Company or an Affiliate and the Participant. 
 (d) Acceleration of Vesting Upon Qualifying Termination.
Notwithstanding the vesting provisions contained in Sections 2(a) through (c) above, but subject to the other terms and conditions of this Agreement, if Participant has been continuously employed by the Company or any Affiliate of the Company
until the date of a Qualifying Termination (as defined in Section 11), then immediately upon such Qualifying Termination, Participant shall be vested in the number of Units determined in accordance with this Section 2(d). If the Qualifying
Termination occurs prior to the last day of the Performance Period, a number of Units equal to the Target Award Number will vest upon such Qualifying Termination. If the Qualifying Termination occurs on or after the last day of the Performance
Period, a number of Units equal to the Final Award Number will vest upon such Qualifying Termination. 
 (e) Forfeiture on
Termination of Employment for Cause and on Breach of Confidentiality Agreement. If Participant violates the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, all of
Participant’s unvested Units shall be immediately and irrevocably forfeited. If Participant’s employment with the Company is terminated for Cause (as defined in Section 11), all of Participant’s unvested Units shall be
immediately and irrevocably forfeited. Upon forfeiture, Participant shall have no rights relating to the forfeited Units (including, without limitation, any rights to receive a distribution of Shares with respect to the Units and the right to
receive dividend equivalents). 
 (f) Special Vesting Condition. 

(A) Vesting condition. Notwithstanding the provisions of Participant’s Award Summary and Section 2(a) hereof, if it shall be
determined at any time subsequent to the Grant Date that Participant has, during the year in which the Grant Date occurs (the “Grant Year”), (i) failed to comply with Company policies and procedures, including the Code of Ethics and
Business Conduct, (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, or (iv) engaged in activity resulting in a significant or material Sarbanes-Oxley control deficiency, and such failure,
violation, misconduct or activity (1) demonstrates an inadequate sensitivity to the inherent risks of Participant’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact
(whether financial or reputational) on the Company or Participant’s business line or functional area, all or part of the Units that have not yet become vested at the time of such determination may be cancelled and, if so cancelled, such Units
will not become vested on the Scheduled Vesting Date. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the
time the activities are undertaken. The manner in which such determination is made, and the extent of any such cancellation of the unvested Units, shall be in accordance with the provisions of Section 2(f)(B) below. 

  
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 (B) Procedures. Prior to each anniversary of the Grant Date (until the
all of the Units have become vested, or have otherwise been cancelled or forfeited), Participant’s manager shall take the following steps: (i) the manager will determine whether any of the events described in clauses (i) through
(iv) in paragraph A immediately above have occurred; (ii) in the event one or more such events have occurred, the manager will determine whether such event has the effect described in subclause (2) in paragraph (A) immediately
above; and (iii) if the manager has determined that such event has the effect described in subclause (2) in paragraph (A) immediately above, the manager will further determine whether Participant’s actions were of the nature
described in subclause (1) of paragraph (A) immediately above. In making this latter determination, the manager will look to all relevant factors, including Participant’s position and authority, and Participant’s performance
against company and business line policies (for example, credit, market and operational risk policies, as applicable), the Company’s Code of Ethics and Business Conduct, and applicable regulatory, legal and compliance guidelines and audit
findings. In making such determination, the manager will use a written risk scorecard, in the form developed for this purpose and as revised from time to time. In the event the manager determines that the conditions in clauses (i),(ii) and
(iii) of this paragraph (B) exist, the manager shall then determine the number, if any, of any unvested Units that is recommended to become ineligible to become vested and to be cancelled. If the manager recommends cancellation of any of
the unvested Units, the recommendation will be reviewed by the Incentive Review Committee. Any determination of the Incentive Review Committee shall be deemed conclusive and final and not subject to review or challenge by Participant. If the
Incentive Review Committee determines that any unvested Units will be ineligible to become vested, and that such Units shall be cancelled, Participant will no longer have any rights relating to the Units, including, without limitation, the right to
receive Shares and cash dividend equivalents. The Scheduled Vesting Date (as set forth in the Award Summary) in the year of such determination will be postponed, if necessary, until the conclusion of these procedures, provided however,
that such procedures will in all cases be concluded before November 30th of the calendar year in which such Scheduled Vesting Date occurs and in no event will a Scheduled Vesting Date be postponed beyond such November 30th. In no event will the payment (distribution of Shares) with respect
to a Unit that becomes payable on a Schedule Vesting Date be postponed beyond December 31st of the calendar year in which the Scheduled Payment Date set forth on the Award Summary occurs. 
  

	3.	Distribution of Shares with Respect to Units 

 Subject to the restrictions in this Section 3, following the vesting of Units and following the payment of any applicable withholding taxes pursuant to Section 8 of this Agreement, the Company
shall cause to be issued and delivered to Participant a certificate or certificates evidencing Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, as
follows: 
 (a) Scheduled Vesting Date Distributions. As soon as administratively feasible following
each Scheduled Vesting Date (but in no event later than December 31st of the year in which such Scheduled Vesting Date occurs), all Shares issuable pursuant to Units that become vested as of such Scheduled Vesting Date (and with respect to which Shares have not been
distributed previously) shall be distributed to Participant, or in the event of Participant’s death, to the representatives of Participant or to any Person to whom the Units have been transferred by will or the applicable laws of descent and
distribution. 
 (b) Qualifying Termination Distributions. As soon as administratively feasible following a Separation
From Service in connection with a Qualifying Termination (but in no event later than 60 days following such Separation From Service), all Shares issuable pursuant to Units that become vested as a result of such Qualifying Termination (and with
respect to which Shares have not been distributed previously) shall be distributed to Participant. Notwithstanding the foregoing, any Shares issuable to a Specified Employee (as defined in Section 11) as a result of a Separation From Service in
connection with a Qualifying Termination will not be delivered to such Specified Employee until the date that is six months and one day after the date of the Separation From Service. 

(c) Distributions Following Retirement or Disability. If a Participant has a Separation From Service with the
Company or its Affiliates due to Retirement or Disability (so long as such Separation From Service is not in connection with a Qualifying Termination), the distribution of Shares with respect to Units will not be accelerated, and Shares will be
distributed as soon as administratively feasible following the applicable Scheduled Vesting Dates (but in no event later than December 31st of the year in which such Scheduled Vesting Date occurs). 

  
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 (d) Distributions Following Death. As soon as administratively feasible following the
death of a Participant (but in no event later than 90 days following such death) all Shares issuable pursuant to Units that become vested pursuant to Section 2(c) (and with respect to which Shares have not been distributed previously) shall be
distributed to Participant. 
 In the event that the number of Shares distributable pursuant to this Section 3 is a number that is not a
whole number, then the number of Shares distributed shall be rounded down to the nearest whole number. 
  

	4.	Rights as Shareholder; Dividend Equivalents 

 Prior to the distribution of Shares with respect to Units pursuant to Section 3, Participant shall not have ownership or rights of ownership of any Shares underlying the Units; provided,
however, that cash dividend equivalents shall accrue on the Shares underlying the Units, whether such Units are vested or unvested, if cash dividends are declared by the Company’s Board of Directors on the Common Stock on or after the
Grant Date. Participant shall be entitled to dividend equivalents with respect to a number of Units equal to the Final Award Number. Such dividend equivalents will be in an amount of cash per Unit equal to the cash dividend paid with respect to a
share of outstanding Common Stock. The dividend equivalents shall be treated as earnings on, and as a separate amount from, the Units for purposes of Section 409A of the Code. Dividend equivalents accrued prior to the Determination Date will be
paid to Participant as soon as administratively feasible after the Determination Date (but in no event later than 30 days following the Determination Date). After the Determination Date, dividend equivalents will be paid to Participant with respect
to unvested Shares on the same payment dates as dividends to holders of the Common Stock are paid; provided, however, that, in all events, any dividend equivalents paid in accordance with this sentence shall be paid in the calendar
year in which the dividends are declared, or, if later, on or before the date that is two and one-half months after the date on which such dividends are declared. Dividend equivalents paid with respect to dividends declared before the delivery of
the Shares underlying the Units will be treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company. 
  

	5.	Restriction on Transfer 

 Except
for transfers by will or the applicable laws of descent and distribution, the Units cannot be sold, assigned, transferred, gifted, pledged, or in any manner encumbered, alienated, attached or disposed of, and any purported sale, assignment,
transfer, gift, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company. No such attempt to transfer the Units, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported
transferee with any interest or right in or with respect to the Units or the Shares issuable with respect to the Units. 
  

	6.	Securities Law Compliance 

 The
delivery of all or any of the Shares in accordance with this Award shall be effective only at such time that the issuance of such Shares will not violate any state or federal securities or other laws. The Company is under no obligation to effect any
registration of the Shares under the Securities Act of 1933 or to effect any state registration or qualification of the Shares. The Company may, in its sole discretion, delay the delivery of the Shares or place restrictive legends on such Shares in
order to ensure that the issuance of any Shares will be in compliance with federal or state securities laws and the rules of the New York Stock Exchange or any other exchange upon which the Company’s Common Stock is traded. 

 

	7.	Distributions and Adjustments 


The Award shall be subject to adjustment, in accordance with Section 4(c) of the Plan, in the event that any distribution, recapitalization,
reorganization, merger or other event covered by Section 4(c) of the Plan shall occur. 

  
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	8.	Income Tax Withholding 

 In order
to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of Participant, are withheld or collected from Participant. Participant may satisfy any applicable tax withholding obligations arising from the receipt of Shares, or lapse of restrictions relating to the Units, by check
payable to the Company. In addition, Participant may, at Participant’s election, satisfy the minimum statutory withholding obligations that arise at the time of delivery of Shares by electing to have the Company withhold a portion of the Shares
otherwise to be delivered with a Fair Market Value (as such term is defined in the Plan) equal to the amount necessary to satisfy such obligations. The election must be made on or before the date that the amount of tax to be withheld is determined.

  

	9.	Miscellaneous 


(a) This Agreement is issued pursuant to the Plan and is subject to its terms. The Plan is available for inspection during business hours
at the principal office of the Company. In addition, the Plan may be viewed on the U.S. Bancorp Intranet Website in the Human Resources, Compensation section of such website. 
 (b) This Agreement shall not confer on Participant any right with respect to continuance of employment with the Company or any Affiliate, nor will it interfere in any way with the right of the Company or
any Affiliate to terminate such employment at any time. 
 (c) Participant acknowledges that the grant, vesting or any payment
with respect to this Award, and the sale or other taxable disposition of the Shares issued with respect to the Units hereunder may have tax consequences pursuant to the Code or under local, state or international tax laws. Participant acknowledges
that Participant is relying solely and exclusively on Participant’s own professional tax and investment advisors with respect to any and all such matters (and is not relying, in any manner, on the Company or any of its employees or
representatives). Participant understands and agrees that any and all tax consequences resulting from the Award and its grant, vesting or any payment with respect thereto, and the sale or other taxable disposition of the Shares acquired pursuant to
the Award, is solely and exclusively the responsibility of Participant without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse Participant for such taxes or other items. 

(d) It is intended that the Plan and the Agreement shall comply with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder and the provisions of this Agreement shall be construed and administered accordingly. 
  

	10.	Venue 

 Any claim or action
brought with respect to this Award shall be brought in a federal or state court located in Minneapolis, Minnesota. 
  

	11.	Definitions 

 For purposes of this
Agreement, the following terms shall have the definitions as set forth below: 
 (a) “Announcement Date” shall
mean the date of the public announcement of the transaction, event or course of action that results in a Change in Control. 

(b) “Cause” shall mean: 
 (A) the continued failure by Participant to substantially perform Participant’s duties with the Company or any Affiliate (other than any such failure resulting from Participant’s Disability, as
defined in Section 11(d), after a demand for substantial performance is delivered to Participant that specifically identifies the manner in which the Company believes that Participant has not substantially performed Participant’s duties,
and Participant has failed to resume substantial performance of Participant’s duties on a continuous basis; 

  
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 (B) gross and willful misconduct during the course of employment (regardless of whether the
misconduct occurs on the Company’s premises), including, without limitation, theft, assault, battery, malicious destruction of property, arson, sabotage, embezzlement, harassment, acts or omissions which violate the Company’s rules or
policies (such as breaches of confidentiality), or other conduct which demonstrates a willful or reckless disregard of the interests of the Company or its Affiliates; or 
 (C) Participant’s conviction of a crime (including, without limitation, a misdemeanor offense) which impairs Participant’s ability substantially to perform Participant’s duties with the
Company. 
 (c) “Change in Control” shall mean any of the following events occurring after the date of this
Agreement, but only if such event also constitutes a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code:

 (A) The acquisition by any Person (as defined in Section 11(f))of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause (A), the following acquisitions shall not constitute a
Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by a subsidiary of the Company or any employee benefit plan (or related trust) sponsored or maintained by the
Company or a subsidiary of the Company (a “Company Entity”) or (iv) any acquisition by any corporation pursuant to a transaction which complies with clause (i), (ii) or (iii) of this clause (A); or 

(B) Individuals who, as of the Grant Date, constitute the Company’s Board of Directors (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors (except as a result of the death, retirement or disability of one or more members of the Incumbent Board); provided, however, that any individual becoming a
director subsequent to the date of this Agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding, for this purpose, (1) any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board, (2) any director designated by or on behalf of a Person who has entered into an
agreement with the Company (or which is contemplating entering into an agreement) to effect a Business Combination (as defined in paragraph (C) of this Section 11(c)) with one or more entities that are not Company Entities or (3) any
director who serves in connection with the act of the Board of Directors of increasing the number of directors and filling vacancies in connection with, or in contemplation of, any such Business Combination; or 

(C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of
the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock or the combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any Company Entity or such corporation resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares of 

  
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common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or 

(D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 

(d) “Disability” means leaving active employment and qualifying for and receiving disability benefits under the
Company’s long-term disability programs as in effect from time to time. 
 (e) “Notice of Termination”
means a written notice which sets forth the date of termination of Participant’s employment. 
 (f) “Person”
means person as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 
 (g) “Qualifying
Termination” means: 
 (A) Participant’s Separation From Service with the Company and its Affiliates as a result
of the Company’s termination of Participant’s employment for any reason other than Cause within 12 months following a Change in Control; provided, however, that any such Separation From Service shall not be a Qualifying
Termination if Participant has been notified in writing more than 30 days prior to the Announcement Date that Participant’s employment with the Company is not expected to continue for more than 12 months following the date of such notification,
but only if Participant’s employment with the Company is terminated (and employee experiences a Separation From Service) within such 12 month period; and provided further, however, that any such Separation From Service shall not
be a Qualifying Termination if Participant has announced in writing, prior to the date the Company provides Notice of Termination to Participant, the intention to terminate employment, subject to the condition that any such termination by the
Company prior to Participant’s stated termination date shall be deemed to be termination by Participant on such stated date unless termination by the Company is for Participant’s gross and willful misconduct; 

(B) Participant’s Separation From Service with the Company and its Affiliates as a result of Disability within 12 months following a
Change in Control; or 
 (C) Participant’s Separation From Service with the Company and its Affiliates (other than as a
result of Participant’s termination of employment by the Company for Cause) within 12 months following a Change in Control, if, at the time of the Change in Control, such Participant is age 59 1/2 or older and has had 10 or more years of
employment with the Company or its Affiliates following such Participant’s most recent date of hire by the Company or its Affiliates. 
 (h) “Retirement” means termination of employment (other than for gross and willful misconduct) by a Participant who is age 59 1/2 or older and has had 10 or more years of employment
with the Company or its Affiliates following such Participant’s most recent date of hire by the Company or its Affiliates. 

(i) “Separation From Service” means a Participant’s separation from service with the Company and its affiliates, as
determined under Treasury Regulation section 1.409A-1(h)(1), provided, that the term “affiliate” shall mean a business entity which is affiliated in ownership with the Company and that is treated as a single employer under the rules of
section 414(b) and (c) of the Code (applying the eighty percent common ownership standard). 
 (j) “Specified
Employee” shall mean any Participant who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations, determined in accordance with the rules set forth in the separate document entitled “U.S. Bank
Specified Employee Determination.” 

  
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 EXHIBIT A 
 TO 
 PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT 

This Exhibit A to the Performance Restricted Stock Unit Award Agreement sets forth the manner in which the Final Award Number will be determined for
each Participant. 
 Definitions 
 Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan, the Performance Restricted Stock Unit Award Agreement and Participant’s Award Summary. The
following terms used in the text of this Exhibit A and in the ROE Performance Matrix shall have the meanings set forth below: 

“Company ROE Maximum” means             %. 

“Company ROE Minimum” means             %. 

“Company ROE Result” means the ROE achieved by the Company during the Performance Period. 

“Company ROE Target” means             %. 

“Determination Date” means the date on which the Final Award Number is determined, which date shall not be later than 45 days after the
last day of the Performance Period. 
 “Final Award Number” means the “Final Award Number” determined in accordance
with this Exhibit A. 
 “Peer Group Companies” means the following companies:
            . 
 “Peer Group ROE Ranking Maximum” means the
             percentile. 
 “Peer Group ROE Ranking Minimum” means
the              percentile. 
 “Peer Group ROE Ranking Target”
means the              percentile. 
 “Peer Group ROE” means the
ROE achieved by the Peer Group Companies during the Performance Period. 
 “Peer Group ROE Ranking” means the percentile rank
of the Company ROE Result relative to Peer Group ROE. 
 “Performance Period” means the year ending December 31,
            . 
 “ROE” means (a) net income applicable
to the common shareholders of a company during the Performance Period, divided by (b) that company’s average common shareholders’ equity during the Performance Period. 
 “ROE Performance Matrix” means the ROE Performance Matrix set forth in this Exhibit A. 

  
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 “Target Award Number” means the “Target Award Number” set forth in a
Participant’s Award Summary. 
 “Target Award Number Percentage” means the “Target Award Number Percentage”
determined in accordance with the ROE Performance Matrix and the related rules set forth in this Exhibit A. 
 Determination of Final Award
Number 
 Each Participant has been granted a number of Units equal to the Target Award Number. The Target Award Number will be adjusted
upward or downward depending on (a) whether the Company ROE Result is greater or less than the Company ROE Target, and (b) the Peer Group ROE Ranking. The Final Award Number for each Participant will be determined by multiplying
(i) the Target Award Number Percentage by (ii) the Target Award Number. The Target Award Number Percentage will be determined in accordance with the following ROE Performance Matrix and the related rules below: 

ROE PERFORMANCE MATRIX 
  

			September 30,		September 30,		September 30,		September 30,
	  	 	  	    	Target Award Number Percentage
		 	Company ROE Maximum or more	    	___%	 	___%	 	___%
	 Company
 ROE
 Result
	 	 Company ROE Target
	    	___%	 	___%	 	___%
	(Vertical Axis)	 	Company ROE Minimum or less	    	___%	 	___%	 	___%
		 		    		 		 	
	 	 	 	    	Peer Group
ROE Ranking
Minimum
or below	 	Peer Group
ROE
Ranking
Target	 	Peer Group
ROE Ranking
Maximum
or above
		 		    	Peer Group ROE Ranking

(Horizontal Axis)


 In determining the Target Award Number Percentage in accordance with the ROE Performance Matrix, the following rules will
apply: 
  

	 	•	 	 If the Company ROE Result is greater than the Company ROE Minimum and less than the Company ROE Target, the Target Award Number Percentage on the
vertical axis will be determined by interpolation of the Company ROE Result between the Company ROE Minimum and the Company ROE Target. 


  

	 	•	 	 If the Company ROE Result is greater than the Company ROE Target and less than the Company ROE Maximum, the Target Award Number Percentage on the
vertical axis will be determined by interpolation of the Company ROE Result between the Company ROE Target and the Company ROE Maximum. 


  

	 	•	 	 If the Peer Group ROE Ranking is greater than the Peer Group ROE Ranking Minimum and less than the Peer Group ROE Ranking Target, the Target Award
Number Percentage on the horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between the Peer Group ROE Minimum and the Peer Group ROE Target. 



  
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	 	•	 	 If the Peer Group ROE Ranking is greater than the Peer ROE Group Ranking Target and less than the Peer Group ROE Ranking Maximum, the Target Award
Number Percentage on the horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between the Peer Group ROE Target and the Peer Group ROE Maximum. 



 

	 	•	 	 After the Target Award Number Percentage on each of the vertical axis and horizontal axis has been determined, the actual Target Award Number
Percentage will be determined by interpolation of the data points (i.e., the percentages) set forth in the ROE Performance Matrix. 


  

	 	•	 	 In no event shall the Target Award Number Percentage be less than 25.0%. 



 

	 	•	 	 In no event shall the Target Award Number Percentage be greater than 150.0%. 



The Final Award Number for each Participant shall be determined by the Committee on the Determination Date. The Award Summary of each Participant shall
be amended to reflect the Final Award Number as soon as administratively feasible after the Final Award Number for such Participant is determined. 
 Committee Determinations 
 The Committee shall make all determinations necessary to arrive
at the Final Award Number for each Participant. The Committee shall determine the Company ROE Result by reference to the Company’s audited financial statements as of and for the year ending on the last day of the Performance Period. The
Committee shall determine the Peer Group ROE Ranking by reference to publicly available financial information regarding the Peer Companies. Any determination by the Committee pursuant to this Exhibit A will be binding upon each Participant and
the Company. 
 No Fractional Units 
 In the event the Final Award Number is a number of Units that is not a whole number, then the Final Award Number shall be rounded down to the nearest whole number. 

2012 MC Performance RSU Award Agreement 

  
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