2010
EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN

    (Effective
January 1, 2010)

    


    This 2010
Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) sets forth
the rules and regulations adopted by the Committee for issuance of Restricted
Stock Unit Awards under Section 3 of the Long-Term Incentive Plan (“Plan”).
These rules and regulations shall apply to Awards granted effective on and after
January 1, 2010. In the event of any conflict between this Sub-Plan and the
Plan, the terms and conditions of the Plan shall control.

    


    Section
1.              Incorporation of Plan; Capitalized
Terms.

    


    The
provisions of the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Sub-Plan  shall be
construed in accordance with the provisions of the Plan and any capitalized
terms not otherwise defined in this Sub-Plan shall have the definitions set
forth in the Plan. In the event of any conflict between this Sub-Plan and the
Plan, the terms and conditions of the Plan shall control. The Committee shall
have final authority to interpret and construe the Plan and this Sub-Plan and to
make any and all determinations thereunder, and its decision shall be binding
and conclusive upon all Participants and their legal representatives in respect
of any questions arising under the Plan or this Sub-Plan.

    


    Section
2.              Definitions

    


    When used
in this Sub-Plan, the following terms shall have the meanings as set forth
below, and are in addition to the definitions set forth in the
Plan.

    


    2.1           “Account” means the
account used to record and track the number of Restricted Stock Units granted to
each Participant as provided in Section 3.4.

    


    2.2           “Award” as used in
this Sub-Plan means each aggregate award of Restricted Stock Units as provided
in Section 3.2.

    


    2.3           “Date of Grant” means
February 15, 2011.

    


    2.4           
“Performance
Period” for purposes of this Sub-Plan means January 1, 2010 to December
31, 2010.

    


    2.5           “Performance Schedule”
means Attachment 1 to this Sub-Plan, which sets forth the Performance Measures
applicable to this Sub-Plan.

     

    2.6           “Restricted Stock
Unit” for purposes of this Sub-Plan means each unit of an Award granted
to a Participant that is denominated in Shares, each of which represents a right
to receive the value of a Share (or percentage of such value, which percentage
may be higher than 100%) on the terms and conditions set forth in the Plan and
the Sub-Plan.

    


    2.7           “Salary” means the
regular base rate of compensation payable by the Company to a Participant on an
annual basis. Salary does not include bonuses, if any, or incentive
compensation, if any. Such compensation shall not be reduced by any deferrals
made under any other plans or programs maintained by the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.8           “Section 409A” means
Section 409A of the Code, or any successor section under the Code, as amended
and as interpreted by final or proposed regulations promulgated thereunder from
time to time.

    


    2.9           “Year” means a
calendar year.

    


    Section
3.              Participation
and Awards

    


    3.1           Participant
Selection. Participants under this Sub-Plan shall be selected by the
Committee in its sole discretion.

    


    3.2           Awards. Subject to
any adjustments to be made under Section 3.5, the Compensation Committee may, in
its sole discretion, grant Awards to some or all of the Participants in the form
of a specific number of Restricted Stock Units. The target as a percentage of
Salary of the Awards granted for 2010 are as set forth on Attachment 2 hereto.
The performance measures for the Sub-Plan are the same as the performance
measures for the 2010 Executive Incentive Plan of the Company.

     

    3.3           Award Valuation at
Grant. In calculating the value of an Award for purposes of Section 3.2,
the value of each Restricted Stock Unit shall be equal to the closing price of a
share of Stock on the last trading day on the Date of Grant.  The
Participant’s Salary shall be determined as of the January 1 preceding the date
the Award is granted, or such other time as is determined in the discretion of
the Committee. Each Award is deemed to be granted on the day that it is approved
by the Committee.

    


    3.4           Accounting and Adjustment of
Awards. The number of Restricted Stock Units awarded to a Participant
shall be recorded in a separate Account for each Participant. The number of
Restricted Stock Units recorded in a Participant’s Account shall be adjusted to
reflect any splits or other adjustments in the Shares. Restricted Stock Units
are bookkeeping entries only. A Participant shall have no rights as a
stockholder of the Company, no dividend rights and no voting rights with respect
to the Restricted Stock Units. No adjustments shall be made to any outstanding
Awards for cash dividends paid on Shares during or after the Performance
Period.

    


    3.5           Restriction Period,
Vesting. A Participant’s rights with respect to the Restricted Stock
Units shall remain subject to forfeiture at all times prior to the date(s) on
which the Restricted Stock Units vests pursuant to the Section 3.5. Except as
provided in Section 4, Restricted Stock Units subject to the Award shall vest
and become non-forfeitable as follows:

    


    25% on
February 15, 2011

    50% on
the first anniversary of the Date of Grant

    75% on
the second anniversary of the Date of Grant; and

    100% on
the third anniversary of the Date of Grant.


    
      
         


      

      
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    3.6           Timing and Manner of Payment
of Restricted Stock Units. As soon as practicable
after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid,
at the Company’s option, (a) in a lump sum cash payment equal in the
aggregate to the Fair Market Value of a Share on the Payment Date multiplied by
the number of such Restricted Stock Units that become non-forfeitable upon that
Payment Date or (b) by the Company delivering to the Participant a number
of Shares equal to the number of Restricted Stock Units that become
non-forfeitable upon that Payment Date. If the Restricted Stock Units are paid
in Shares, the Company shall issue the Shares either (i) in certificate
form or (ii) in book entry form, registered in the name of the Participant.
Delivery of any certificates will be made to the Participant’s last address
reflected on the books of the Company and its Subsidiaries unless the Company is
otherwise instructed in writing. Neither the Participant nor any of the
Participant’s successors, heirs, assigns or personal representatives shall have
any further rights or interests in any Restricted Stock Units that are so paid.
Notwithstanding anything herein to the contrary, the Company shall have no
obligation to issue Shares in payment of the Restricted Stock Units unless such
issuance and such payment shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which Shares are listed. Delivery of
any certificates will be made to the Participant’s last address reflected on the
books of the Company unless the Company is otherwise instructed in
writing

    


    3.7          
Termination of
Employment.
Excepts as otherwise provided in Section 4, in the event of the
termination of a Participant’s employment or service with the Company for any
reason prior to the lapsing of the restrictions in accordance with Section 3.5
hereof with respect to any of the Restricted Stock Units granted hereunder, such
portion of the Restricted Stock Units held by the Participant shall be
automatically forfeited by the Participant as of the date of termination.
Neither the Participant nor any of the Participant’s successors, heirs, assigns,
or personal representatives shall have any rights or interests in any Restricted
Stock Units that are so forfeited.

    


    Section
4.              Early
Vesting and Forfeiture

    


    4.1           Termination during
2010. Except as
expressly set forth below, in the event a Participant’s employment with SMH
terminates for any reason prior to the end of the workday on December 31,
2010, such Participant will be ineligible for any Award under the Sub-Plan. In
other words, if a Participant is employed according to Company records through
the end of the workday on December 31, 2010, the Participant will, subject
to the following provisions, be eligible for any award earned under the Sub-Plan
for 2010.

        

    Any
Participant (or his or her estate) who ceases to be employed by the Company
prior to January 1, 2011, due to the Participant’s death, Disability, or
Retirement (as such terms are defined in the Plan), subject to the Participant’s
execution of a waiver and release of claims in a form and manner satisfactory to
the Company, will be eligible to receive an Award based on an adjusted annual
base salary amount, but otherwise in the same manner, to the same extent, and at
the same time as the Participant would have received such Award if such
Participant’s employment had continued through December 31, 2010 (i.e., based on achievement of
applicable performance measures).  The Participant’s annual base
salary will be the result of the following formula: X × Y/12,
where:


    
      
         


      

      
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                X
      =

              	
                the
      Participant’s annual base salary as in effect as of the date of
      termination of employment;
and

              


      

    

    
      
        	 	
                Y
      =

              	
                the
      number of calendar months the Participant was actively employed by the
      Company during 2010, rounded up for any partial
  month.

              


      

    

    


    4.2           Termination on or after
January 1, 2011.
Except as expressly set forth below, a Participant who ceases to be
employed by SMH for any reason on or after January 1, 2011, will forfeit any
unvested Award.  If any Participant (or his or her estate) who ceases
to be employed by the Company subsequent to December 31, 2010, but prior to
expiration of the Restriction Period, due to the Participant’s death,
Disability, or Retirement, subject to the Participant’s execution of a waiver
and release of claims in a form and manner satisfactory to the Company, any
outstanding Awards of the Participant shall immediately become vested. The
Company shall issue to the Participant all of the Shares remaining subject to
the Restricted Stock Unit Award to the extent such Shares have vested in
accordance with this Section 4.2, upon the earliest of the
following:

    


    (i)          
 as soon as practicable but no later than 30 days following a Change in
Control,

     

    (ii)           as
soon as practicable but no later than 90 days following the Participant’s death,
or

     

    (iii)           the
first business day of the seventh month following the date of the Participant’s
Retirement.

     

    4.3           Change in Control. In
the case of a Change in Control prior to February 15, 2011, the Company shall,
subject to the restrictions in this Section 4.3 and Section 6.7 of the Plan,
irrevocably set aside Shares in one or more such grantor trusts in an amount
that is sufficient to pay each Participant employed by the Company, the net
present value as of the date on which the Change in Control occurs, of the
earned benefits to which Participants would be entitled pursuant to the terms of
the Sub-Plan. Any such trust shall be subject to the claims of the general
creditors of the Company in the event of bankruptcy or insolvency of the
Company. Notwithstanding the foregoing provisions of this Section 4.3, the
Company shall establish no such trust if the assets thereof shall be includable
in the income of Participants thereby pursuant to Section 409A(b). In the case
of a Change in Control on of after February 1, 2011 all of the restrictions and
conditions of all Restricted Stock units then outstanding shall be deemed
satisfied, and the Restriction Period with respect thereto shall be deemed to
have expired.

    


    4.4          
Termination of
Employment. In the event that a Participant’s employment with the Company
terminates for any reason other than as provided in this Section 4, any Award
made to the Participant which has not vested as provided in Section 3 shall be
forfeited.


    
      
         


      

      
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    Section
5.              Non-Assignability
of Awards

    


    The
Awards and any right to receive payment under the Plan and this Sub-Plan may not
be sold, assigned, transferred, alienated, pledged, encumbered, otherwise
disposed of, or subject to any charge or legal process, except by will or the
laws of descent and distribution, and if any attempt is made to do so, or a
Participant becomes bankrupt, then in the sole discretion of the Committee, any
Award made to the Participant which has not vested as provided in Sections 2 and
3 shall be forfeited.. Any attempt to dispose of any Restricted Stock Units in
contravention of the above restriction shall be null and void and without
effect.

     

    Section
6.              No
Right to Continued Employment.

     

    Nothing
in the Plan or in this Sub-Plan shall (a) confer on the Participant any
right to continue in the employ of the Company; (b) affect the right of the
Participant or the Company to terminate the employment relationship at any time;
(c) be deemed a waiver or modification of any provision contained in any
agreement between the Participant and the Company; (b) be construed as part of
the Participant’s entitlement to remuneration or benefit pursuant to a contract
of employment or otherwise or as compensation for past services rendered; (e)
afford the Participant any rights or additional rights to compensation or
damages as a consequence of the loss or termination of his or her employment; or
(f) entitle the Participant to any compensation or damages for any loss or
potential loss he or she may suffer by reason of being or becoming unable to
vest in the Restricted Stock Units as a consequence of the loss or termination
of his or her employment with the Company.

    


    Section
7.              Adjustments.

     

    In the
event of a recapitalization, reorganization, stock split, stock dividend,
merger, consolidation, combination of shares or other change affecting the
Shares of the Company, the Committee shall make appropriate adjustments, if any,
in the terms of this Sub-Plan, provided that such adjustments shall be made in a
manner that complies with the requirements of Section 409A of the
Code.  Any such adjustments shall be made in accordance with the
provisions of the Plan and shall be effective, final, binding and conclusive for
all purposes of the Plan and this Sub-Plan.

     

    Section
8.              Withholding
of Taxes.

     

    The
Company shall be entitled to take any of the following actions in order to
satisfy tax withholding obligations arising on account of amounts accrued or
payable under this Sub-Plan: (a) deduct from any amount accrued or payable under
this Sub-Plan an amount equal to the federal, state, and local income taxes and
other amounts as may be required by law to be withheld with respect thereto,
including withholding Shares issued in payment of the Restricted Stock Units
having a Fair Market Value equal to the taxes that the Company determines it is
required to withhold under applicable tax laws with respect to the Restricted
Stock Units (with such withholding obligation determined based on any applicable
minimum statutory withholding rates, (b) require the Participant to pay to the
Company such withholding taxes, or (c) deduct from any other compensation
payable to the Participant the amount of any withholding obligations with
respect to amounts accrued or payable under this Sub-Plan.  The
Committee shall determine in its discretion which of the above actions shall be
taken in order to satisfy tax withholding obligations arising on account of
amounts accrued or payable under this Sub-Plan, including but not limited to
withholding from amounts not otherwise payable at such time or attributable to
Shares not otherwise issuable at such time by accelerating the issuance of
Shares, as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi);
provided, however, that in furtherance of satisfying such withholding
obligations, the Participant shall have the right (by delivering written notice
to the Chief Financial Officer of the Company at the time and in the manner
prescribed by the Committee) to have a number of whole Shares withheld by the
Company from the Shares to be issued upon distribution with a value not to
exceed the statutory minimum tax withholding obligation.  The
Participant and/or his or her beneficiary (including his or her estate) shall
bear all taxes on amounts paid under the Plan to the extent no taxes are
withheld, irrespective of whether withholding is required. For
these purposes, the Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined.


    
      
         


      

      
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    Section
9.              Amendment
and Termination

    


    This
Sub-Plan shall be subject to amendment, suspension, or termination as provided
in the Plan. No action to amend, suspend or terminate this Sub-Plan shall permit
the acceleration of the time or schedule of the payment of any Award granted
under this Sub- Plan (except as provided in regulations under Section
409A).

    


    Section
10.            Unfunded
Award.

     

    The
Restricted Stock Unit Awards represent an unfunded, unsecured right to receive
Shares and cash in accordance with the terms of this Sub-Plan, and the Company
shall not be required to segregate any assets with respect to any amounts or
Share issuances due in connection with this Sub-Plan.

     

    Section
11.            Compliance
with Code Section 409A.

     

    Notwithstanding
anything to the contrary contained herein, this Sub-Plan is intended to be in
full compliance with the requirements of, and thereby avoid any tax arising
pursuant to, Section 409A of the Code.  Accordingly, all provisions
herein, or incorporated by reference, shall be construed and interpreted in a
manner consistent with such intent.

     

    Section 12.            Miscellaneous

    


    12.1         Notices. Any and all notices,
designations, consents, offers, acceptances and any other communications
provided for herein shall be given in writing and shall be delivered either
personally or by registered or certified mail, postage prepaid, which shall be
addressed, in the case of the Company to both the Chief Financial Officer and
the General Counsel of the Company at the principal office of the Company and,
in the case of a Participant, to the Participant’s address appearing on the
books of the Company or to the Participant’s residence or to such other address
as may be designated in writing by the Participant.


    
      
         


      

      
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    12.2          Successors. The terms of this Sub-Plan
shall be binding upon and inure to the benefit of the Company, its successors
and assigns, and of each Participant and the beneficiaries, executors,
administrators, heirs, and successors of the Participant.

    


    12.3          Invalid
Provision. The
invalidity or unenforceability of any particular provision thereof shall not
affect the other provisions hereof, and this Sub-Plan shall be construed in all
respects as if such invalid or unenforceable provision had been
omitted.

    


    12.4          Governing Law. This Sub-Plan and the
rights of the Participant hereunder shall be construed and determined in
accordance with the laws of the State of Texas.

    


    12.5          Headings. The headings of the
Sections hereof are provided for convenience only and are not to serve as a
basis for interpretation or construction, and shall not constitute a part, of
this Sub-Plan.

    


    12.6          Resolution of
Disputes.  Any dispute or disagreement which may arise under,
or as a result of, or in any way relate to, the interpretation, construction or
application of this Agreement shall be resolved by the Committee.  Any
resolution made hereunder by the Committee shall be effective, final, binding
and conclusive on the Participant and the Company for all
purposes.


    
      
         


      

      
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    Attachment
1

    


    Proposed
2010 Performance Goals and Weights

    Versus
Award Opportunity Earned

    


    
      
        
          
            	
                    Level
      of 

                    Performance
      

                    Achievement

                  	
                    Adjusted
      

                    Cash
      Flow 

                    from
      

                    Operations

                  	
                    Client
      

                    Investment
      

                    Results

                  	
                    Net
      New 

                    Client
      

                    Money

                  	
                    Expenses
      

                    as

                    Percentage

                    of
      Revenue

                  	
                    %  of
      Target 

                    Award
      Earned

                  	
                    Discretionary

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (Weight)

                  	
                    (30%)

                  	
                    (20%)

                  	
                    (20%)

                  	
                    (10%)

                  	 
      	
                    (20%)

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Target

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  
	 
      	
                    95%

                  	
                    95%

                  	
                    95%

                  	
                    105%

                  	
                    80%

                  	 
      
	 
      	
                    90%

                  	
                    90%

                  	
                    90%

                  	
                    110%

                  	
                    60%

                  
	 
      	
                    85%

                  	
                    85%

                  	
                    85%

                  	
                    115%

                  	
                    40%

                  
	 
      	
                    80%

                  	
                    80%

                  	
                    80%

                  	
                    120%

                  	
                    30%

                  
	
                    Min
      Acceptable

                  	
                    75%

                  	
                    75%

                  	
                    75%

                  	
                    125%

                  	
                    20%

                  
	 
      	
                    <75%

                  	
                    <75%

                  	
                    <75%

                  	
                    >125%

                  	
                    0%

                  	
                    0%

                  


          

        

      

    


    
      
         


      

      
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    Attachment
2

    


    Proposed
2010 Participants and Award Targets

    


    
      
        
          	
                  Title

                	 
      	
                  Targeted
      Award

                
	
                  SMH
      Chairman/Chief Executive Officer

                	 
      	
                  150%
      of SMH salary

                  150%
      of SMH salary

                
	
                  SMH
      President (w/Sales responsibility)

                	 
      
	
                  SMH
      EVP High Net Worth

                	 
      	
                  120%
      of SMH salary

                
	
                  SMH
      Corporate Chief Financial Officer

                	 
      	
                  120%
      of SMH Salary

                
	
                  SMH
      Legal Counsel

                	 
      	
                  120%
      of SMH Salary

                
	
                  SMH
      EVP Corporate

                	 
      	
                  120%
      of SMH Salary

                
	
                  SMH
      Controller

                	 
      	
                  40%
      of SMH salary

                
	
                  SMH
      Chief Compliance Officer

                	 
      	
                  35%
      of SMH salary

                
	
                  SMH
      IT Director

                	 
      	
                  35%
      of SMH salary

                
	
                  SMH
      SVP Operations

                	 
      	
                  20%
      of SMH salary

                
	
                  SMH
      Administrative Manager

                	 
      	
                  20%
      of SMH salary

                
	
                  SMH
      VP Human Resources

                	 
      	
                  20%
      of SMH salary

                
	
                  EFS
      Chairman/Chief Executive Officer

                	 
      	
                  200%
      of EFS Salary

                
	
                  EFS
      President (w/Business Development responsibility)

                	 
      	
                  50%
      of EFS Salary

                
	
                  EFS
      VP Technology

                	 
      	
                  35%
      of EFS Salary

                
	
                  EFS
      Chief Financial Officer (w/Division responsibility)

                	 
      	
                  30%
      of EFS Salary

                
	
                  EFS
      Chief Compliance Officer

                	 
      	
                  25%
      of EFS Salary

                
	
                  EFS  Chief
      of Staff (w/Operations responsibility)

                	 
      	
                  25%
      of EFS Salary

                
	
                  EFS
      VP Communications

                	 
      	
                  20%
      of EFS Salary

                
	
                  EFS
      Executive Assistant

                	 
      	
                  20%
      of EFS Salary

                
	
                  EFS
      Director Human Resources/Training

                	
                    

                	
                  15%
      of EFS Salary

                


        

      

    


    
      
         


      

      
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