Exhibit 10.1

       

    

       

    
      
        OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan

         

        

        
          


         

        

        
          December 31, 2021

        

      

      

      

      IMPORTANT NOTE

      

      

      This document has not been approved by the Department of Labor, Internal Revenue Service, or any other governmental entity.  An adopting Employer must determine
        whether the Plan is subject to the Federal securities laws and the securities laws of the various states.  An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and
        maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the
        Employer’s particular situation.  FMR LLC, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document.  This document should be reviewed by the Employer’s attorney prior to execution.

      

      

      
        
          


      

      Table of Contents

       

      	
              Preamble

            	
              1

            
	

            	 
	
              Article 1 - General

            	
              1-1

            
	 	 	 
	
              1.1.

            	
              Plan

            	
              1-1

            
	 	 	 
	
              1.2.

            	
              Effective Dates

            	
              1-1

            
	 	 	 
	
              1.3.

            	
              Amounts Not Subject to Code Section 409A

            	
              1-1

            
	 	 	 
	
              Article 2 - Definitions

            	
              2-1

            
	 	 	 
	
              2.1.

            	
              Account

            	
              2-1

            
	 	 	 
	
              2.2.

            	
              Administrator

            	
              2-1

            
	 	 	 
	
              2.3.

            	
              Adoption Agreement

            	
              2-1

            
	 	 	 
	
              2.4.

            	
              Beneficiary

            	
              2-1

            
	 	 	 
	
              2.5.

            	
              Board or Board of Directors

            	
              2-1

            
	 	 	 
	
              2.6.

            	
              Bonus

            	
              2-1

            
	 	 	 
	
              2.7.

            	
              Change in Control

            	
              2-1

            
	 	 	 
	
              2.8.

            	
              Code

            	
              2-1

            
	 	 	 
	
              2.9.

            	
              Compensation

            	
              2-1

            
	 	 	 
	
              2.10.

            	
              Director

            	
              2-2

            
	 	 	 
	
              2.11.

            	
              Disability

            	
              2-2

            
	 	 	 
	
              2.12.

            	
              Eligible Employee

            	
              2-2

            
	 	 	 
	
              2.13.

            	
              Employer

            	
              2-2

            
	 	 	 
	
              2.14.

            	
              ERISA

            	
              2-2

            
	 	 	 
	
              2.15.

            	
              Identification Date

            	
              2-2

            
	 	 	 
	
              2.16.

            	
              Key Employee

            	
              2-2

            
	 	 	 
	
              2.17.

            	
              Participant

            	
              2-2

            
	 	 	 
	
              2.18.

            	
              Plan

            	
              2-2

            


      
        

         

      

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	
              2.19.

            	
              Plan Sponsor

            	
              2-2

            
	 	 	 
	
              2.20.

            	
              Plan Year

            	
              2-2

            
	 	 	 
	
              2.21.

            	
              Related Employer

            	
              2-3

            
	 	 	 
	
              2.22.

            	
              Retirement

            	
              2-3

            
	 	 	 
	
              2.23.

            	
              Separation from Service

            	
              2-3

            
	 	 	 
	
              2.24.

            	
              Unforeseeable Emergency

            	
              2-4

            
	 	 	 
	
              2.25.

            	
              Valuation Date

            	
              2-4

            
	 	 	 
	
              2.26.

            	
              Years of Service

            	
              2-4

            
	 	 	 
	
              Article 3 - Participation

            	
              3-1

            
	 	 	 
	
              3.1.

            	
              Participation

            	
              3-1

            
	 	 	 
	
              3.2.

            	
              Termination of Participation

            	
              3-1

            
	 	 	 
	
              Article 4 - Participant Elections

            	
              4-1

            
	 	 	 
	
              4.1.

            	
              Deferral Agreement

            	
              4-1

            
	 	 	 
	
              4.2.

            	
              Amount of Deferral

            	
              4-1

            
	 	 	 
	
              4.3.

            	
              Timing of Election to Defer

            	
              4-1

            
	 	 	 
	
              4.4.

            	
              Election of Payment Schedule and Form of Payment

            	
              4-2

            
	 	 
	
              Article 5 - Employer Contributions

            	
              5-1

            
	 	 
	
              5.1.

            	
              Matching Contributions

            	
              5-1

            
	 	 	 
	
              5.2.

            	
              Other Contributions

            	
              5-1

            
	 	 
	
              Article 6 - Accounts and Credits

            	
              6-1

            
	 	 
	
              6.1.

            	
              Establishment of Account

            	
              6-1

            
	 	 	 
	
              6.2.

            	
              Credits to Account

            	
              6-1

            
	 	 	 
	
              Article 7 - Investment of Contributions

            	
              7-1

            
	 	 	 
	
              7.1.

            	
              Investment Options

            	
              7-1

            
	 	 	 
	
              7.2.

            	
              Adjustment of Accounts

            	
              7-1

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	
              Article 8 - Right to Benefits

            	
              8-1

            
	 	 	 
	
              8.1.

            	
              Vesting

            	
              8-1

            
	 	 	 
	
              8.2.

            	
              Death

            	
              8-1

            
	 	 	 
	
              8.3.

            	
              Disability

            	
              8-1

            
	 	 	 
	
              Article 9 - Distribution of Benefits

            	
              9-1

            
	 	 	 
	
              9.1.

            	
              Amount of Benefits

            	
              9-1

            
	 	 	 
	
              9.2.

            	
              Method and Timing of Distributions

            	
              9-1

            
	 	 	 
	
              9.3.

            	
              Unforeseeable Emergency

            	
              9-1

            
	 	 	 
	
              9.4.

            	
              Payment Election Overrides

            	
              9-2

            
	 	 	 
	
              9.5.

            	
              Cashouts of Amounts Not Exceeding Stated Limit

            	
              9-2

            
	 	 	 
	
              9.6.

            	
              Required Delay in Payment to Key Employees

            	
              9-2

            
	 	 	 
	
              9.7.

            	
              Change in Control

            	
              9-3

            
	 	 	 
	
              9.8.

            	
              Permissible Delays in Payment

            	
              9-6

            
	 	 	 
	
              9.9.

            	
              Permitted Acceleration of Payment

            	
              9-7

            
	 	 	 
	
              Article 10 - Amendment and Termination

            	
              10-1

            
	 	 	 
	
              10.1.

            	
              Amendment by Plan Sponsor

            	
              10-1

            
	 	 	 
	
              10.2.

            	
              Plan Termination Following Change in Control or Corporate  Dissolution

            	
              10-1

            
	 	 	 
	
              10.3.

            	
              Other Plan Terminations

            	
              10-1

            
	 	 	 
	
              Article 11 - The Trust

            	
              11-1

            
	 	 	 
	
              11.1.

            	
              Establishment of Trust

            	
              11-1

            
	 	 	 
	
              11.2.

            	
              Trust

            	
              11-1

            
	 	 	 
	
              11.3.

            	
              Investment of Trust Funds

            	
              11-1

            
	 	 
	
              Article 12 - Plan Administration

            	
              12-1

            
	 	 
	
              12.1.

            	
              Powers and Responsibilities of the Administrator

            	
              12-1

            
	 	 	 
	
              12.2.

            	
              Claims and Review Procedures

            	
              12-2

            
	 	 	 
	
              12.3.

            	
              Plan Administrative Costs

            	
              12-3

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	
              Article 13 - Miscellaneous

            	
              13-1

            
	 	 	 
	
              13.1.

            	
              Unsecured General Creditor of the Employer

            	
              13-1

            
	 	 	 
	
              13.2.

            	
              Employer’s Liability

            	
              13-1

            
	 	 	 
	
              13.3.

            	
              Limitation of Rights

            	
              13-1

            
	 	 	 
	
              13.4.

            	
              Anti-Assignment

            	
              13-1

            
	 	 	 
	
              13.5.

            	
              Facility of Payment

            	
              13-2

            
	 	 	 
	
              13.6.

            	
              Notices

            	
              13-2

            
	 	 	 
	
              13.7.

            	
              Tax Withholding

            	
              13-2

            
	 	 	 
	
              13.8.

            	
              Indemnification

            	
              13-3

            
	 	 	 
	
              13.9.

            	
              Successors

            	
              13-4

            
	 	 	 
	
              13.10.

            	
              Disclaimer

            	
              13-4

            
	 	 	 
	
              13.11.

            	
              Governing Law

            	
              13-4

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Preamble

       

      The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group
        of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the
        Employee Retirement Income Security Act of 1974, as amended, or a combination of both.  The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be
        interpreted, implemented, and administered in a manner consistent therewith.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 1 - General

       

      
        	
                1.1.

              	
                Plan

              


      

       

      The Plan will be referred to by the name specified in the Adoption Agreement.

      

      

      
        	
                1.2.

              	
                Effective Dates

              


      

       

          

      	

            	(a)	
              Original Effective Date.  The Original
                  Effective Date is the date as of which the Plan was initially adopted.

            


      

      

      	

            	(b)	
              Amendment Effective Date.  The Amendment
                  Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated.  Except as otherwise provided in the Adoption Agreement, all amounts deferred under the Plan prior to the Amendment Effective
                  Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.

            


      

      

      	

            	(c)	
              Special Effective Date.  A Special
                  Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement.  A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with
                  respect to such provision of the Plan.

            


      

      

      
        	
                1.3.

              	
                Amounts Not Subject to Code Section 409A

              


      

       

      Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned
        and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 2 - Definitions

       

      Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

      

      

      
        	
                2.1.

              	
                Account

              


      

       

      “Account” means an account and any subaccounts established for the purpose of recording amounts credited on behalf of a Participant and any
        earnings, expenses, gains, losses, or distributions included thereon.  The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the
        Participant’s Beneficiary pursuant to the Plan.

      

      

      
        	
                2.2.

              	
                Administrator

              


      

       

      “Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the
        administration of the Plan.  If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.

      

      

      
        	
                2.3.

              	
                Adoption Agreement

              


      

       

      “Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.

      

      

      
        	
                2.4.

              	
                Beneficiary

              


      

       

      “Beneficiary” means the persons, trusts, estates, or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of
        a Participant.

      

      

      
        	
                2.5.

              	
                Board or Board of Directors

              


      

       

      “Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

      

      

      
        	
                2.6.

              	
                Bonus

              


      

       

      “Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.

      

      

      
        	
                2.7.

              	
                Change in Control

              


      

       

      “Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7.

      

      

      
        	
                2.8.

              	
                Code

              


      

       

      “Code” means the Internal Revenue Code of 1986, as amended.

      

      

      
        	
                2.9.

              	
                Compensation

              


      

       

      “Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      
        	
                2.10.

              	
                Director

              


      

       

      “Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

      

      

      
        	
                2.11.

              	
                Disability

              


      

       

      “Disability” means that a Participant is disabled as defined in Section 6.01(i) of the Adoption Agreement.

      

      

      
        	
                2.12.

              	
                Eligible Employee

              


      

       

      “Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.

      

      

      
        	
                2.13.

              	
                Employer

              


      

       

      “Employer” means the Plan Sponsor and any other Related Employer that is listed in Section 1.04 of the Adoption Agreement and which is authorized by
        the Plan Sponsor to participate in and, in fact, does adopt the Plan.

      

      

      
        	
                2.14.

              	
                ERISA

              


      

       

      “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

      

      

      
        	
                2.15.

              	
                Identification Date

              


      

       

      “Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

      

      

      
        	
                2.16.

              	
                Key Employee

              


      

       

      “Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.

      

      

      
        	
                2.17.

              	
                Participant

              


      

       

      “Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

      

      

      
        	
                2.18.

              	
                Plan

              


      

       

      “Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by
        the Plan Sponsor, and as amended from time to time.

      

      

      
        	
                2.19.

              	
                Plan Sponsor

              


      

       

      “Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.

      

      

      
        	
                2.20.

              	
                Plan Year

              


      

       

      “Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      
        	
                2.21.

              	
                Related Employer

              


      

       

      “Related Employer” means the Plan Sponsor and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section
        414(b) that includes the Plan Sponsor and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Plan Sponsor.

      

      

      
        	
                2.22.

              	
                Retirement

              


      

       

      “Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

      

      

      
        	
                2.23.

              	
                Separation from Service

              


      

       

      “Separation from Service” means the date that the Participant dies, retires, or otherwise has a termination of employment with respect to all
        entities comprising the Related Employer.  A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period
        during which the Participant’s right to re-employment is provided by statute or contract.  If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from
        Service will be deemed to have occurred on the first day following the six-month period.  If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
        for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 12 month period of
        absence will be substituted for the six month period.

      

      

      Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the
        Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would
        permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related
        Employer if the employee has been providing services to the Related Employer for less than 36 months).

      

      

      An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract
        (or, in the case of more than one contract, all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete termination of the contractual relationship.

      

      

      If a Participant provides services as both an employee and an independent contractor of the Related Employer, the Participant must separate from
        service both as an employee and as an independent contractor to be treated as having incurred a Separation from Service.  If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or
        ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services in both
        capacities.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      If a Participant provides services both as an employee and as a member of the Board of Directors of a corporate Related Employer (or an analogous
        position with respect to a noncorporate Related Employer), the services provided as a Director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified
        deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a Director.

      

      

      If a Participant provides services both as an employee and as a member of the Board of Directors of a corporate related Employer (or an analogous
        position with respect to a noncorporate Related Employer), the services provided as an employee are not taken into account in determining whether the Participant has experienced a Separation from Service as a Director for purposes of a nonqualified
        deferred compensation plan in which the Participant participates as a Director that is not aggregated under Code Section 409A with any plan in which the Participant participates as an employee.

      

      

      All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section 409A and the final
        regulations thereunder.

      

      

      
        	
                2.24.

              	
                Unforeseeable Emergency

              


      

       

      “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the
        Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty; or other
        similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

      

      

      
        	
                2.25.

              	
                Valuation Date

              


      

       

      “Valuation Date” means each business day of the Plan Year that the New York Stock Exchange is open.

      

      

      
        	
                2.26.

              	
                Years of Service

              


      

       

      “Years of Service” means each one-year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d)
        of the Adoption Agreement.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 3 - Participation

       

      
        	
                3.1.

              	
                Participation

              


      

       

      The Participants in the Plan shall be those Eligible Employees and Directors of the Employer who satisfy the requirements of Section 2.01 of the
        Adoption Agreement.

      

      

      
        	
                3.2.

              	
                Termination of Participation

              


      

       

      The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A.  If the Employer terminates
        a Participant’s participation before the Participant experiences a Separation from Service, the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 4 - Participant Elections

       

      
        	
                4.1.

              	
                Deferral Agreement

              


      

       

      If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer
        his or her Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this
        Article 4.

      

      

      A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. 
        An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

      

      

      A deferral agreement may be changed or revoked during the period specified by the Administrator.  Except as provided in Section 9.3, a deferral
        agreement becomes irrevocable at the close of the specified period.

      

      

      
        	
                4.2.

              	
                Amount of Deferral

              


      

       

      An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

      

      

      
        	
                4.3.

              	
                Timing of Election to Defer

              


      

       

      Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within
        the period preceding the Plan Year specified by the Administrator.  Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is
        earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the
        Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of
        the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become ‘readily ascertainable’ within the meaning of
        Treas. Reg. § 1.409A-2(a)(8).  In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Treas. Reg. § 1.409A-2(a)(6), the deferral agreement may be made not later than the end of the Employer’s taxable year
        immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is
        designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty
        (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption Agreement.  If
        Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his or her deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount
        of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period.  The rules of
        this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Treas. Reg. § 1.409A-2(a)(7).

      

      

      
        	
                4.4.

              	
                Election of Payment Schedule and Form of Payment

              


      

       

      All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and
        the provisions of this Section 4.4.

      

      

      	

            	(a)	
              If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply.  At the time an Eligible Employee or Director completes a deferral agreement,
                the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for
                this purpose and which are specified in 6.01(b) of the Adoption Agreement.  Prior to the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a
                form of payment for any Employer contributions that may be credited to the Participant’s Account during the Plan Year.  If an Eligible Employee or Director fails to elect a distribution event, he or she shall be deemed to have elected
                Separation from Service as the distribution event.  If he or she fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.

            


      

      

      	

            	(b)	
              If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply.  At the time an Eligible Employee or Director first completes a deferral
                agreement but in no event later than the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his or her
                Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement.  If an Eligible Employee or Director fails to elect a distribution event, he or she
                shall be deemed to have elected Separation from Service in the distribution event.  If the Participant fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 5 - Employer Contributions

       

      
        	
                5.1.

              	
                Matching Contributions

              


      

       

      If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching
        contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement.  The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the
        Adoption Agreement.

      

      

      
        	
                5.2.

              	
                Other Contributions

              


      

       

      If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution
        or contributions determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement.  These contributions will be treated as allocated to the Participant’s Account at the time specified in Section
        5.01(b)(iii) of the Adoption Agreement.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 6 - Accounts and Credits

       

      
        	
                6.1.

              	
                Establishment of Account

              


      

       

      For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will
        reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in
        Article 7.  The Administrator may establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

      

      

      
        	
                6.2.

              	
                Credits to Account

              


      

       

      A Participant’s Account will be credited for each Plan Year with the amount of his or her elective deferrals under Section 4.1 at the time the
        amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions, if any, treated as allocated on his or her behalf under Article 5.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 7 - Investment of Contributions

       

      
        	
                7.1.

              	
                Investment Options

              


      

       

      The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

      

      

      
        	
                7.2.

              	
                Adjustment of Accounts

              


      

       

      The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the
        earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1.  If permitted by Section 9.01 of the
        Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section
        7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the
        Administrator.  Each Account shall be adjusted as of each Valuation Date to reflect:  (a) the hypothetical earnings, expenses, gains, and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. 
        In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 8 - Right to Benefits

       

      
        	
                8.1.

              	
                Vesting

              


      

       

      A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his or her Account attributable to his or her elective
        deferrals made in accordance with Section 4.1.

      

      

      A Participant’s right to the amounts credited to his or her Account attributable to Employer contributions made in accordance with Article 5 shall
        be determined in accordance with the relevant schedule and provisions in Section 7.01 of the Adoption Agreement.  Upon a Separation from Service and after application of the provisions of Section 7.01 of the Adoption Agreement, the Participant
        shall forfeit the nonvested portion of his or her Account.

      

      

      
        	
                8.2.

              	
                Death

              


      

       

      The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement
        and/or to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement.  If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6.01(b) or Section
        6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid in accordance with the provisions of Article 9.

      

      

      A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules
        and procedures established by the Administrator.  Whenever a Participant designates a new Beneficiary, all former Beneficiary designations by such Participant shall be revoked automatically.  If a Participant and the Participant’s spouse divorce,
        any designations of the spouse as Beneficiary shall become null and void.  The former spouse shall be treated as the Beneficiary under the Plan only if after the divorce is final, the Participant expressly re-designates the former spouse as the
        Participant’s Beneficiary.

      

      

      A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator.  If upon the death of the
        Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to his or her estate (such estate shall be deemed to be the Beneficiary for purposes
        of the Plan) in accordance with the provisions of Article 9.

      

      

      
        	
                8.3.

              	
                Disability

              


      

       

      If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption
        Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be based on the definition of
        Disability in Section 6.01(i) of the Adoption Agreement and in a manner consistent with the requirements of Code Section 409A.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 9 - Distribution of Benefits

       

      
        	
                9.1.

              	
                Amount of Benefits

              


      

       

      The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value
        of benefits payable to the Participant under the Plan.

      

      

      
        	
                9.2.

              	
                Method and Timing of Distributions

              


      

       

      Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the elections made or deemed made by
        the Participant under Article 4.  Subject to the provisions of Section 9.6 requiring a six-month delay for certain distributions to Key Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of
        the Adoption Agreement.  If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the
        originally scheduled date of payment, provided the election does not take effect for at least twelve months from the date on which the election is made.  The distribution election change must be made in accordance with procedures and rules
        established by the Administrator.  The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A
        or the provisions of Treas. Reg. § 1.409A-2(b).  For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

      

      

      
        	
                9.3.

              	
                Unforeseeable Emergency

              


      

       

      A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency
        withdrawals under Section 8.01(a) of the Adoption Agreement.  The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency.  The Administrator has the
        discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant.  Whether
        a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the
        hardship can be relieved:  (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of
        deferrals under the Plan.  A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income
        taxes and penalties reasonably anticipated to result from the distribution.  The distribution will be made in the form of a single lump sum cash payment.  If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections
        for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency.  If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he or
        she experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by section 9.6.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      
        	
                9.4.

              	
                Payment Election Overrides

              


      

       

      If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following
        provisions apply.  Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his or her Beneficiary regardless
        of whether the Participant had made different elections of time and/or form of payment or whether the Participant was receiving installment payments at the time of the event.

      

      

      
        	
                9.5.

              	
                Cashouts of Amounts Not Exceeding Stated Limit

              


      

       

      If the vested amount credited to the Participant’s Account does not exceed the limit established for this purpose by the Plan Sponsor in Section
        6.01(e) of the Adoption Agreement at the time he or she incurs a Separation from Service for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a) of the Adoption Agreement in a single
        lump sum cash payment following such Separation from Service regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his or her Account or whether the Participant was
        receiving installments at the time of such termination.  A Participant’s Account, for purposes of this Section 9.5, shall include any amounts described in Section 1.3.

      

      

      
        	
                9.6.

              	
                Required Delay in Payment to Key Employees

              


      

       

      Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a
        Participant who is a Key Employee as of the date of his or her Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable).

      

      

      	

            	(a)	
              A Participant is treated as a Key Employee if:  (i) he or she is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he or she satisfies the requirements of Code Section
                416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.

            


      

      

      	

            	(b)	
              A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the
                fourth month following the Identification Date.  The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(c)	
              The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements:  (i)
                is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and (iii) results in either all Key Employees or no
                more than 200 Key Employees being identified in the class as of any date.  Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of
                Treas. Reg. § 1.409A-2(b).

            


      

      

      	

            	(d)	
              The six-month delay does not apply to payments described in Section 9.9(a), (b) or (d) or to payments that occur after the death of the Participant.  If the payment of all or any portion of the Participant’s vested Account is being
                delayed in accordance with this Section 9.6 at the time he or she incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay
                required by this Section 9.6.

            


      

      

      
        	
                9.7.

              	
                Change in Control

              


      

       

      If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply.  A distribution made upon a
        Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4.  Alternatively, if the Plan Sponsor has elected in
        accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section
        6.01(a) of the Adoption Agreement as a single lump sum payment.  A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the
        ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section 11.03 of the Adoption Agreement.  The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.7. 
        All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.

      

      

      If a Participant continues to make deferrals in accordance with Article 4 after he or she has received a distribution due to a Change in Control,
        the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he or she makes in accordance with Article 4 or upon his or her death or Disability as provided in Article 8.

      

      

      Whether a Change in Control has occurred will be determined by the Administrator in accordance with the rules and definitions set forth in this
        Section 9.7.  All determinations of whether a Change in Control has occurred will be made in a manner consistent with Code Section 409A and the final regulations thereunder. A distribution to the Participant will be
        treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the Participant’s benefits within twelve months of a Change in Control as provided in Section 10.3.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(a)	
              Relevant Corporations.  To constitute a
                  Change in Control for purposes of the Plan, the event must relate to:  (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the
                  Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation
                  (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such
                  payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority
                  shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii).  A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power
                  of such corporation.

            


      

      

      	

            	(b)	
              Stock Ownership.  Code Section 318(a)
                  applies for purposes of determining stock ownership.  Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual
                  who holds the unvested option).  If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. § 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the
                  individual who holds the option.

            


      

      

      	

            	(c)	
              Change in the Ownership of a Corporation. 
                  A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group,
                  constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation.  If any one person or more than one person acting as a group is considered to own more than fifty percent
                  (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to
                  cause a change in the effective control of the corporation as discussed below in Section 9.7(d)).  An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the
                  corporation acquires its stock in exchange for property will be treated as an acquisition of stock.  Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such
                  corporation remains outstanding after the transaction.  For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a
                  result of a public offering.  Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction
                  with the corporation.  If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a
                  group with other shareholders in a corporation only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(d)	
              Change in the Effective Control of a Corporation.  A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the
                  date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the
                  corporation’s Board of Directors is replaced during any twelve month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the
                  appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a majority shareholder for purposes
                  of Section 9.7(a).  In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of a corporation will not have occurred.  A change in effective control may also occur in any transaction in which
                  either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such corporation as
                  described in Section 9.7(e).  If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the
                  corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.7(c).  For purposes of this
                  Section 9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.7(c) with the following exception.  If a person, including an entity, owns stock in both
                  corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the
                  ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(e)	
              Change in the Ownership of a Substantial Portion of a Corporation’s Assets.  A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules
                  similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair
                  market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions.  For this purpose, gross fair market value means
                  the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets.  There is no Change in Control event under this Section 9.7(e) when there is
                  a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.  A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are
                  transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned,
                  directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the
                  corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii).  For purposes of the foregoing, and except as otherwise
                  provided, a person’s status is determined immediately after the transfer of assets.

            


      

      

      
        	
                9.8.

              	
                Permissible Delays in Payment

              


      

       

      Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the
        following circumstances (as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis):

      

      

      	

            	(a)	
              The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m).  Payment must be made during the Participant’s first
                taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during
                the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month
                following the Participant’s Separation from Service.  If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section
                9.8(a) will also be delayed.

            


      

      

      	

            	(b)	
              The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably
                anticipates that the making of the payment will not cause such violation.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(c)	
              The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue
                Bulletin.

            


      

      

      
        	
                9.9.

              	
                Permitted Acceleration of Payment

              


      

       

      The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan
        provided such acceleration would be permitted by the provisions of Treas. Reg. § 1.409A-3(j)(4), including the following events:

      

      

      	

            	(a)	
              Domestic Relations Order.  A payment may
                  be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).

            


      

      

      	

            	(b)	
              Compliance with Ethics Agreement and Legal Requirements.  A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or
                  conflicts of laws, in accordance with the requirements of Code Section 409A.

            


      

      

      	

            	(c)	
              De Minimis Amounts.  A payment may be
                  accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan
                  and all other plans that are aggregated with the Plan under Treas. Reg. § 1.409A-1(c)(2).

            


      

      

      	

            	(d)	
              FICA Tax.  A payment may be accelerated
                  to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”).  Additionally, a
                  payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and
                  taxes.  The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.

            


      

      

      	

            	(e)	
              Section 409A Additional Tax.  A payment
                  may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code
                  Section 409A.

            


      

      

      	

            	(f)	
              Offset.  A payment may be accelerated in
                  the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the
                  reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

            


      

      

      	

            	(g)	
              Other Events.  A payment may be
                  accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 10 - Amendment and Termination

       

      
        	
                10.1.

              	
                Amendment by Plan Sponsor

              


      

       

      The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors, the Compensation Committee of the Board of Directors or any other committee designated by the Board of Directors or the Compensation Committee.  No amendment can directly or indirectly deprive any current or former
        Participant or Beneficiary of all or any portion of his or her Account which had accrued and vested prior to the amendment.

      

      

      
        	
                10.2.

              	
                Plan Termination Following Change in
                        Control or Corporate Dissolution

              


      

       

      If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all
        amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7.  For this purpose, the Plan will be treated as
        terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Treas. Reg. § 1.409A-1(c)(2) are also terminated so that
        all Participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the
        arrangements.  In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section
        503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is
        no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable.

      

      

      
        	
                10.3.

              	
                Other Plan Terminations

              


      

       

      The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with
        any terminated arrangement under Code Section 409A and Treas. Reg. § 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within
        twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan Sponsor does not
        adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the
        termination does not occur proximate to a downturn in the financial health of the Plan Sponsor.  The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may
        be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 11 - The Trust

       

      
        	
                11.1.

              	
                Establishment of Trust

              


      

       

      The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond
        to some or all amounts credited to Participants under Section 6.2.  In the event that the Plan Sponsor wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an
        unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code.  If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the
        provisions of Sections 11.2 and 11.3 shall become operative.

      

      

      
        	
                11.2.

              	
                Trust

              


      

       

      Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which
        assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency.  The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.

      

      

      
        	
                11.3.

              	
                Investment of Trust Funds

              


      

       

      Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the
        instructions of the Administrator.  Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect
        the hypothetical investment adjustments to Participant Accounts under the Plan.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 12 - Plan Administration

       

      
        	
                12.1.

              	
                Powers and Responsibilities of the Administrator

              


      

       

      The Administrator has the full power and the full responsibility to administer the Plan in all of its details; subject, however, to the applicable
        requirements of ERISA.  The Administrator’s powers and responsibilities include, but are not limited to, the following:

      

      

      	

            	(a)	
              To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;

            


      

      

      	

            	(b)	
              To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;

            


      

      

      	

            	(c)	
              To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

            


      

      

      	

            	(d)	
              To administer the claims and review procedures specified in Section 12.2;

            


      

      

      	

            	(e)	
              To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

            


      

      

      	

            	(f)	
              To determine the person or persons to whom such benefits will be paid;

            


      

      

      	

            	(g)	
              To authorize the payment of benefits;

            


      

      

      	

            	(h)	
              To make corrections and recover the overpayment of any benefits;

            


      

      

      	

            	(i)	
              To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;

            


      

      

      	

            	(j)	
              To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;

            


      

      

      	

            	(k)	
              By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      
        	
                12.2.

              	
                Claims and Review Procedures

              


      

       

      	

            	(a)	
              Claims Procedure.  If any Participant, Beneficiary or other claimant (each, a “claimant”) believes he is being denied any rights or benefits under the Plan, such claimant may file a claim in writing with
                  the Administrator.  If any such claim is wholly or partially denied, the Administrator will notify such claimant of its decision in writing.  Such notification will contain (i) specific reasons for the
                  denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such claimant to perfect such claim and an explanation of why such
                  material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil
                  action under Section 502 of ERISA following an adverse decision on review.  If the claim involves a Disability, the denial must also include (i) a discussion of the decision,
                  including an explanation of the basis for disagreeing with or not the following: (A) the views presented by the claimant of health care professionals treating
                  the claimant and vocational professional who evaluated the claimant, (B) the views of medical or vocational experts whose advice was obtained on behalf of the Administrator in connection with a claimant's
                  adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, and (C) a disability determination regarding the claimant presented by the claimant made by the Social Security
                  Administration, (ii) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant's medical circumstances, or a statement that such explanation will be provided free of charge upon request, (iii) either the
                  internal rules, guidelines, protocols, standards or other similar criteria that governed the decision or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the plan do not exist, and
                  (iv) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits.   Such
                  notification will be given within 90 days (45 days in the case of a claim regarding Disability) after the claim is received by the Administrator.  The Administrator may extend the period for providing the notification by 90 days (30 days
                  in the case of a claim regarding Disability, which may be extended an additional 30 days) if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to
                  such claimant within the initial 90 day period (45 day period in the case of a claim regarding Disability) and shall also indicate the date by which the Administrator expects to
                  render the determination.  If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such claimant may request a review of his claim.

            


      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      	

            	(b)	
              Review Procedure.  Within 60 days (180
                  days in the case of a claim regarding Disability) after the date on which a claimant receives a written notification of denial of claim (or, if written notification is not provided, within 60 days (180 days
                  in the case of a claim regarding Disability) of the date denial is considered to have occurred), such claimant (or his duly authorized representative) may (i) file a written request with the Administrator for
                  a review of his denied claim and of pertinent documents, (ii) submit written issues, documents, records, comments and other information to the
                  Administrator, (iii) be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim and (iv) be provided with
                  a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit
                  determination.  The Administrator will notify such claimant of its decision in writing.  Such notification will be written in a manner calculated to be understood by such claimant
                  and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions.  The notification will explain that the claimant is entitled to receive, upon request and free
                  of charge, reasonable access to and copies of all pertinent documents, records and other information relevant to the claimant’s claim, and has the right to bring a civil action under
                  Section 502 of ERISA following an adverse decision on review.  If the claim involves a Disability, the denial must also include (i) a discussion of the decision, including an explanation of the basis for
                  disagreeing with or not the following: (A) the views presented by the claimant of health care professionals treating the claimant and vocational professional who evaluated the claimant, (B) the views of medical or vocational experts whose
                  advice was obtained on behalf of the Administrator in connection with a claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, and (C) a disability determination
                  regarding the claimant presented by the claimant made by the Social Security Administration, (ii) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an
                  explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant's medical circumstances, or a statement that such explanation will be provided free of charge upon request, and (iii)
                  either the internal rules, guidelines, protocols, standards or other similar criteria that governed the decision or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the plan do not
                  exist. The decision on review will be made within 60 days (45 days in the case of a claim regarding Disability).  The Administrator may extend the period for making the decision on review by 60 days (45 days in the case of a claim
                  regarding Disability) if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such
                  claimant within the initial 60-day period (45 days in the case of a claim regarding Disability) and shall also indicate the date by which the Administrator expects to render the
                  determination.  If the decision on review is not made within such period, the claim will be considered denied.

            


      

      

      If the claim is regarding Disability, and the determination of Disability has not been made by the Social Security Administration, the Railroad
        Retirement Board, or under the Plan Sponsor’s long-term disability plan, the claimant may, upon written request and free of charge, also receive the identification of medical or vocational experts whose advice was
        obtained in connection with the denial of a claim regarding Disability, even if the advice was not relied upon.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Before issuing any decision with respect to a claim involving Disability, the Administrator will provide to the claimant,

        free of charge, the following information as soon as possible and sufficiently in advance of the date on which the response is required to be provided to the claimant to allow the claimant
        a reasonable opportunity to respond prior to the due date of the response:

      

      

      	

            	(i)	
              Any new or additional evidence considered, relied upon, or generated by the Administrator or other person making the decision; and

            


      

      

      	

            	(ii)	
              A new or addition rationale if the decision will be based on that rationale.

            


      

      

      	

            	(c)	
              Exhaustion of Claims Procedures and Right to Bring Legal Claim.  Any Participant, Beneficiary or other person who brings any legal action involving the Plan must first exhaust the Plan’s claims procedures outlined in Section 12.2.  No action at
                  law or equity shall be brought more than one year after the Administrator’s affirmation of a denial of a claim, or, if earlier, more than four years after the facts or events giving rising to the claimant’s allegation(s) or claim(s) first
                  occurred.  This provision shall not bar the Plan or its fiduciaries from (x) recovering overpayments of benefits or other amounts incorrectly paid to any person under the Plan at any time or (y) bringing any
                  legal or equitable action against any party.

            


      

      

      
        	
                12.3.

              	
                Plan Administrative Costs

              


      

       

      All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the
        Plan shall be paid by the Plan to the extent not paid by the Employer.

      

      

      
        
          	OneMain Holdings, Inc.

                  OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan


        

        
          


      

      Article 13 - Miscellaneous

       

      
        	
                13.1.

              	
                Unsecured General Creditor of the Employer

              


      

       

      Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interests or claims in any property or
        assets of the Employer.  For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer.  Each Employer's obligation under the
        Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

      

      

      
        	
                13.2.

              	
                Employer’s Liability

              


      

       

      Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into
        between a Participant and the Employer.  An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements.  An Employer shall have no liability to Participants
        employed by other Employers.

      

      

      
        	
                13.3.

              	
                Limitation of Rights

              


      

       

      Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be
        construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be
        modified or in any way affected hereby.

      

      

      
        	
                13.4.

              	
                Anti-Assignment

              


      

       

      Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a
        Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor.  In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or
        equitable process available to any creditor of the Participant and his or her Beneficiary.  Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments
        which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder.  Notwithstanding the preceding, the benefit payable from a Participant’s
        Account may be reduced, at the discretion of the Administrator, to satisfy any debt or liability to the Employer.

      

      

      
        
          


      

      
        	
                13.5.

              	
                Facility of Payment

              


      

       

      If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any
        benefit payments under the Plan is incapable of handling his or her affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by
        a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient.  The receipt by such person or institution of any such payments
        therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.

      

      

      
        	
                13.6.

              	
                Notices

              


      

       

      Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to
        the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, five business days shall have elapsed after the same shall have been deposited in the
        United States mails, first-class postage prepaid and registered or certified.

      

      

      
        	
                13.7.

              	
                Tax Withholding

              


      

       

      If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any
        payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his or her Beneficiary for satisfaction of such obligation.  Tax, for purposes of this Section 13.7 means
        any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the
        Plan.

      

      

      
        
          


      

      
        	
                13.8.

              	
                Indemnification

              


      

       

      	

            	(a)	
              Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take
                action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and
                amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in subsection (e)).  No indemnification pursuant to this Section shall be made, however, in any case
                where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.

            


      

      

      	

            	(b)	
              The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the
                fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding
                shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be
                indemnified under this Section or otherwise.

            


      

      

      	

            	(c)	
              Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his or her heirs, executors, and administrators.  The Employer agrees that the undertakings made in
                this Section shall be binding on its successors or assigns and shall survive the termination, amendment, or restatement of the Plan.

            


      

      

      	

            	(d)	
              The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to
                indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.

            


      

      

      	

            	(e)	
              For the purposes of this Section, the following definitions shall apply:

            


      

      

      	

            	(i)	
              “Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, Director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in,
                any Proceeding, by reason of the fact that he or she is or was performing administrative functions under the Plan.

            


      

      

      	

            	(ii)	
              “Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative,
                investigative, or through arbitration.

            


      

      

      
        
          


      

      
        	
                13.9.

              	
                Successors

              


      

       

      The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the
        Participant and the Participant’s designated Beneficiaries.

      

      

      
        	
                13.10.

              	
                Disclaimer

              


      

       

      It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A.  Neither the Plan Sponsor nor the Employer shall
        have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.

      

      

      
        	
                13.11.

              	
                Governing Law

              


      

       

      The Plan will be construed, administered, and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the
        Adoption Agreement.

      

      

      
        	
                13.12.

              	
                Forum for Legal Actions under the Plan

              


      

       

      Any legal action involving the Plan that is brought by any Participant, Beneficiary or other person shall be litigated in the federal courts located
        in the Delaware and no other federal or state court.