GREAT WESTERN BANCORP, INC. 2014 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT

__________ to __________.

__________ (the “Vesting Date”)

The PSUs will only vest if the Grantee is, and has been, continuously employed by the Company from the Grant Date through the Vesting Date and to the extent that the Performance Metrics are satisfied, and any unvested PSUs will be forfeited upon any termination of Employment.

Notwithstanding the foregoing and any provision in the Plan:

A.     Upon a termination of Employment due to Disability or Retirement, and subject to the Grantee’s continued compliance with any restrictive covenants in any employment or other agreement with the Company, the PSUs will remain outstanding and vest on the Vesting Date based on actual performance as if the Grantee had remained Employed through the Vesting Date;

B.     Upon a termination of Employment due to death, the PSUs will immediately vest as of the date of such termination at the target level; and

C.     Upon a Change in Control that occurs during the Performance Period, the PSUs will immediately vest as of the date of such Change in Control at the higher of (x) the target level and (y) actual performance but assuming that the Performance Period ended on the date of such Change in Control.

The percentage of PSUs that will be earned at the end of the Performance Period (or, if earlier, through the date of a Change in Control) will be determined in accordance with the tables below, and measured separately for each Performance Metric, which will be weighted ___% for [Metric 1] and ___% for [Metric 2].

In measuring the Performance Metrics, the Committee will adjust such Performance Metrics to neutralize the impact of the following unexpected events: (1) gains or losses that are the direct result of a major casualty or natural disaster; (2) gains or losses that are separately disclosed in Great Western’s audited financial statements for the relevant fiscal year and result from any newly-enacted law, regulation, judicial order or accounting pronouncement; and (3) amounts related to (a) exit or disposal activities, (b) the impairment or disposal of long-lived assets or the impairment of goodwill and other intangible assets, (c) net provisions for litigation and other regulatory proceedings, (d) equity-based or other employee retention awards granted in connection with any acquisition, and (e) items that are unusual in nature or infrequent in occurrence and are separately disclosed in Great Western’s audited financial statements for the relevant fiscal year. The form and amount of such adjustments will be determined by the Committee in its sole discretion (including the right to not make any adjustment).

The percentage of PSUs that will be earned for performance between Threshold and Target and between Target and Maximum will be determined on a straight-line basis.

[Metric 1] (___% weighting)