Springleaf Holdings, Inc. Executive Severance Plan

The purpose of the Springleaf Holdings, Inc. Executive Severance Plan (the “Plan”) is to make available to Eligible Executives certain severance benefits in the event such executive’s employment with the Company or a Subsidiary is terminated under the circumstances, and subject to the conditions, set forth below. The Plan is intended to be a top-hat “welfare benefit plan” under Section 3(1) of ERISA, and a “severance pay plan” within the scope of Department of Labor Regulation Section 2510.3-2(b). The Plan is intended to, and shall be interpreted to, comply in all respects with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder.

Notwithstanding the foregoing, no termination of employment by the Participant shall constitute Good Reason unless:

iii. specifies the Date of Termination.

Subject to the terms and conditions of the Plan, the Company will provide the Severance Benefit to a Participant who incurs a Qualifying Termination. Notwithstanding any other provision of the Plan to the contrary, nothing in the Plan shall be construed to require the Company to pay any Severance Benefit under the Plan to a Participant who terminates employment with the Company or a Subsidiary under any circumstances that do not constitute a Qualifying Termination or otherwise comply with the terms and conditions of the Plan.

If, during the Employment Period, the Company or a Subsidiary shall terminate a Participant’s employment or a Participant shall terminate employment with the Company or a Subsidiary, the Company shall provide the Participant (or his or her estate) with the following:

her eligible dependents (as applicable) at the rates then in effect on the Date of Termination.

(a)            Procedure for Granting or Denying Claims. A Participant, or his or her duly authorized representative (a “claimant”), may file a claim for payment of benefits under the Plan. Such a claim must be made in writing and be delivered to the Administrator, in person or by mail, postage paid. Within ninety (90) days after receipt of such claim, the Administrator shall notify the claimant of the granting or denying, in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. In no event may the extension exceed ninety (90) days from the end of the initial ninety (90) day period. If such extension is necessary, the claimant will be given a written notice to this effect prior to the expiration of the initial ninety (90) day period. The Administrator shall have full discretion to deny or grant a claim in whole or in part.

(b)        Requirement for Notice of Claim Denial. The Administrator shall provide to every claimant who is denied a claim for benefits a written or electronic notice setting forth in a manner calculated to be understood by the claimant:

(i)    The specific reason or reasons for the denial;

(ii)        Specific reference to pertinent Plan provisions on which the denial is based;

(iii)         A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(iv)        An explanation of the Plan’s claim 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(a) of ERISA following an adverse determination on review.

(c)    Right to Appeal and Request Hearing on Claim Denial. Within sixty (60) days after receipt by the claimant of written or electronic notification of the denial (in whole or in part) of his or her claim, the claimant or his or her duly authorized representative (including, but not limited to, his or her counsel) may make a written application to the Administrator, in person or by certified mail, postage prepaid, to be afforded a full and fair review of such denial. The claimant or his or her duly authorized representative may submit written comments, documents, records, and other information relating to the claim for benefits. Moreover, the claimant or his or her duly authorized representative shall 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 for benefits. The request for a review may include a request for a hearing; provided only the claimant and the Administrator may be present at any hearing granted by the Administrator.

(d)    Disposition of Disputed Claims. Upon receipt of a request for review, the Administrator shall make a decision on the claim. The review shall take 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 decision on review shall be made not later than sixty (60) days after the Administrator’s receipt of a request for a review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered not later than one hundred twenty (120) days after receipt of the request for review. If an extension is necessary, the claimant shall be given written notice of the extension prior to the expiration of the initial sixty (60) day period.

The Administrator shall provide the claimant with written or electronic notification of the Plan’s determination on review. In the case of an adverse determination, the notification shall set forth, in a manner calculated to be understood by the claimant, the specific reason or reasons for the decision as well as specific references to the Plan provisions on which the decision was based. The decision shall also include 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. Moreover, the decision shall contain a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

(e)    Bar to Legal Action. No legal action may be commenced or maintained against the Plan prior to the claimant’s exhaustion of the claims procedures set forth in this Section 7. In addition, no legal action may be commenced against the Plan more than

ninety (90) days after the Administrator’s decision on review pursuant to Section 8(d) of the Plan.

(f)    Named Fiduciary. The Administrator shall be the Named Fiduciary of the Plan for purposes of ERISA Section 402(a)(1).

A Participant’s Severance Benefit under the Plan shall not be subject to the claims of creditors of the Participant and may not be assigned, alienated, transferred or encumbered in any way by a Participant prior to the payment thereof.

The Board and the Committee each reserves the right at any time to amend, modify, suspend or terminate the Plan in any respect at any time without the consent of Participants; provided, however, no such amendment, modification, suspension or termination that has the effect of reducing or diminishing the right of any Participant shall be effective without the written consent of such Participant for a period of twelve (12) months following the Change of Control if adopted after a Change of Control or in anticipation of a Change of Control, nor shall any amendment, modification, suspension or termination of the Plan adopted after a Change of Control or in anticipation of a Change of Control affect the right of any Participant to payments or benefits to be paid or provided due to events that occur prior to the twelve (12) month anniversary of the Change in Control. Any action of the Board or the Committee may be taken without the approval of the Company’s stockholders, but only to the extent that such stockholder approval is not required by applicable law or regulation.

The Plan is intended to comply in all aspects with applicable law and regulations. In case any one or more of the provisions of the Plan shall be held invalid, illegal or unenforceable in any respect under applicable law and regulation, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed null and void; however, to the extent permitted by applicable law, any provision which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit the Plan to be construed in compliance with all applicable laws, so as to foster the intent of the Plan.

Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company or a Subsidiary and any Participant, legal representative or any other person. To the extent that a person acquires a right to receive any payments or benefits under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or a Subsidiary. All payments or benefits to be made hereunder shall be provided from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure provision of payment or benefits except as expressly set forth in the Plan.

The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the Company or any of its Subsidiaries or Affiliates, except as expressly provided in the Plan.

Nothing in the Plan shall alter or modify the at-will nature of an Eligible Executive’s employment with the Company or a Subsidiary. The Plan or the designation of an Eligible Executive as a Participant does not constitute a contract or an agreement for employment on any specific terms between the Company or a Subsidiary and any Participant. Participation in the Plan shall not give a Participant any right to be retained in the employ of the Company or a Subsidiary.

Nothing contained in the Plan shall prevent the Board or Committee from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may benefit Participants and may be either generally applicable or applicable only in specific cases. All other compensation and benefits shall be subject to the terms and conditions of the applicable Company or a Subsidiary compensation or benefit plan, program, or agreement. Payments under the Plan shall not be considered compensation for purposes of any other compensation or benefit plan, program, or agreement unless expressly provided under such compensation or benefit plan, program, or agreement.

The Severance Benefit shall be reduced (but not below zero) by any payments or benefits to which a Participant may be entitled to receive under or in respect of any of the following: (i) any pay in lieu of notice under a Participant’s contract of employment; (ii) any damages for breach of a Participant’s employment contract calculated by reference to any period of notice required to be given to terminate a Participant’s employment contract which was not given in full, or (iii) any contract, agreement, plan, program, practice or arrangement which provides for severance payments or benefits upon a Participant’s termination of employment with the Company or a Subsidiary.

Section 17. Limitation on Payments.

In the event that the severance payments and other benefits provided for in the Plan or otherwise payable to a Participant (i) constitute “parachute payments” within the meaning of Code Section 280G, and (ii) but for this Section 17, would be subject to the excise tax imposed by Code Section 4999, then a Participant’s Severance Benefit will be either:

(a) delivered in full; or

(b) delivered as to such lesser extent which would result in no portion of the Severance Benefit being subject to excise tax under Code Section 4999,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Severance Benefit may be taxable under Code Section 4999.

In the case of a reduction in the severance payments and other benefits described in the preceding paragraph, the severance payments and other benefits will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

Unless the Company and a Participant otherwise agree in writing, any determination required under this Section 17 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Participant and the Company. For purposes of making the calculations required by this Section 17, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and a Participant will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 17.

All obligations of the Company under the Plan with respect to payments and benefits hereunder shall be binding upon any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the assets of the Company.

Except as provided under Section 8 of the Plan, any dispute, controversy, claim interpretation or enforcement relating to the Plan or any breach of the terms and conditions of the Plan will be resolved through mediation and arbitration in accordance with the terms of the Springleaf Finance Employee Dispute Resolution Program as in effect at the time of the dispute.

(a)     The Plan is subject to ERISA, but it is intended to qualify as a plan maintained for the purpose of providing benefits to a select group of management or highly compensated employees. To the extent not superseded by ERISA, the Plan and all determinations made and actions taken thereunder shall be subject to, construed and administered in accordance with the laws of the State of Indiana and construed accordingly.

(b)     Subject to the terms of Section 19 above, any and all suits, actions or proceedings relating to the Plan (“Proceedings” and, individually, a “Proceeding”) shall be maintained in either the courts of the State of Indiana or the federal District Courts sitting in Evansville, Indiana (collectively, the “Chosen Courts”) and the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and any such Proceedings shall only be brought in the Chosen Courts.

(a)     Payments and benefits payable under the Plan are intended to either be exempt from or comply with Code Section 409A to the extent subject thereto, and accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under the Plan on account of a Participant’s termination of employment constitute a deferral of compensation subject to Code Section 409A. A Participant shall not be considered to have terminated employment until the Participant has incurred a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h).

(b) Each payment or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Code Section 409A.

(c) Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any Severance Benefit constitutes a “deferral of compensation” subject to Code Section 409A and the Participant is a “specified employee” within the meaning of Code Section 409A at the time of his or her separation from service, any payments or benefits that would otherwise be payable under the Plan during the six (6) month period immediately following a Participant’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or, if earlier, the Participant’s date of death).

(d)     To the extent required to avoid an accelerated or additional tax under Code Section 409A, amounts reimbursable to a Participant under the Plan shall be paid to the Participant on or before the last day of the calendar year following the calendar year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Participant) during one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the right to reimbursement of in-kind benefits provided under the Plan shall not be subject to liquidation or exchange for another benefit. The Company makes no representation that any or all of the payments described in the Plan will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payment made in accordance with the provisions of the Plan. A Participant shall be solely liable for any taxes, penalties or interest that may be imposed pursuant to Code

Section 409A or under any other similar provision of state tax law, including but not limited to, damages for failing to comply with Code Section 409A and/or any other similar provision of state tax law.

The Plan is effective as of the Effective Date and shall supersede any prior plan, program or policy under which the Company or any Subsidiary provided severance benefits prior to the Effective Date. The Plan shall continue until terminated pursuant to the provisions set forth herein.

This Severance Agreement and General Release (the “Agreement”) is made as of this _____ day of _______________, 20___, by and between [Springleaf Holdings, Inc.] and Employer Name (collectively “Company”), and __________________ (“Employee”). Capitalized terms used, but not defined herein, have the meanings assigned to them in the Springleaf Holdings, Inc. Executive Severance Plan (the “Plan”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree as follows:

1.Termination of Employment. Employee’s employment by the Company shall cease in all capacities on [DATE] (the “Date of Termination”). Employee acknowledges that Employee was paid [his/her] final wages and any accrued unused vacation pay on the Date of Termination. Employee resigns from all positions, offices, and directorships with the Company Group, effective as of the Date of Termination.

2.Severance. Subject to the terms of the Plan and this Agreement, in consideration of the covenants and the waiver and release of claims set forth herein, and provided that Employee does not revoke this Agreement during the “Revocation Period” (as defined below), the Company shall provide Employee with the Severance Benefits set forth in [Section 6(a)/Section 6(b)] of the Plan.

3.No Other Compensation or Benefits. Except as otherwise specifically provided in paragraph 2 of this Agreement, or as required by applicable law, on or after the Date of Termination, Employee shall not be entitled to any compensation or benefits or to participate in any past, present, or future Company Group employee benefit program or arrangement (including, without limitation, any severance plan or arrangement). Further, by signing this Agreement, Employee acknowledges and confirms that [he/she] has (i) received all compensation due as a result of services performed for the Company with receipt of [his/her] final paycheck; (ii) reported to the Company any and all work-related injuries incurred during employment with the Company; and (iii) been properly provided any leave of absence because of [his/her] or a family member’s health condition and has not been subjected to any improper treatment, conduct, or actions due to a request for taking such leave.

4.Return of Property. As of the Date of Termination, Employee will return to the Company all property of the Company Group, including, but not limited to, identification cards or badges, access codes or devices, credit cards, electronically stored documents or files, physical files, computer hardware, and any other company property in Employee’s possession. Employee further acknowledges that this Agreement shall not become effective until all Company Group property has been returned to the Company.

5.Cooperation. From and after the Date of Termination, Employee shall cooperate with the Company Group and their respective directors, officers, attorneys, and experts in connection with the

conduct of any action, proceeding, investigation, or litigation involving the Company Group, including any such action, proceeding, investigation, or litigation in which Employee is called to testify.

6.General Waiver and Release. In consideration of the payments and benefits provided to Employee under the Plan and this Agreement, Employee and Employee’s heirs, executors, administrators, agents, successors, and assigns (the “Releasors”) hereby irrevocably and unconditionally discharge the Company Group, and all of its past, present, and future officers, directors, principals, agents, servants, representatives, employees, and attorneys (the “Releasees”), from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character (collectively, “Claims”), whether known or unknown, which Employee may now have, or in the past may have had, against any of the Releasees on account of any act, event, neglect, or omission that existed or arose on or prior to the date of this Agreement. This release includes, but is not limited to, any Claims under federal, state, and local laws that prohibit discrimination (including without limitation, claims of discrimination based on race, religion, national origin, sex, disability or handicap, and sexual orientation), any statutory claims with respect to breach of contract (express or implied), including, but not limited to, claims arising under any alleged employment agreement, wrongful termination, intentional or negligent infliction of emotional distress, interference with contractual or advantageous business relations, loss of consortium, invasion of privacy, defamation, payment of wages, vacation pay, any debts, costs and expenses, attorneys’ fees, and other damages. Additionally, this release includes, but is not limited to, claims under the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, and any other federal, state, or local law, statute, regulation, or ordinance applicable to the employment or termination of employment with the Company or any of its Affiliates. By entering into this Agreement, Employee acknowledges that [he/she] has been advised and understands that, except as is expressly provided herein, Employee is knowingly and voluntarily relinquishing any and all rights to recover damages from the Releasees, or any of them, in Employee’s own lawsuit or any lawsuit instituted by another person, entity, or agency.

This Agreement shall not be construed to prevent Employee from filing a charge with or participating in any investigation or proceeding before any municipal, state, or federal administrative agency regarding the employment relationship; provided, however, that this Agreement does and shall operate to prohibit Employee from receiving or sharing in any relief, remedy, judgment, or award resulting from such investigation or proceeding that relates to or arises out of any allegation, action, or matter occurring before the date of this Agreement. The only amount to which Employee shall be entitled is the consideration paid to Employee pursuant to the Plan and this Agreement.

Notwithstanding the foregoing, this release does not modify or affect any vested rights that Employee may have under the Springleaf Financial Services Retirement Plan, the Springleaf Financial Services 401(k) Plan, or the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan, including the vesting provisions related to termination set forth therein.

7.Confidentiality and Non-Solicitation Agreement. Employee acknowledges and confirms that Employee shall remain subject to [his/her] Confidentiality and Non-Solicitation Agreement, dated [DATE], and the terms and conditions of the Confidentiality and Non-Solicitation Agreement shall remain in full force and effect.

Company Group; or (z) are otherwise developed by Employee through the use of the Company Group’s confidential information, equipment, software, or other facilities or resources at time during which Employee has been a consultant, or employee (temporary or otherwise) of the Company. “Prior Materials” means any Materials in which Employee has any ownership or license (with the right to grant sublicenses) rights or interest that came into existence prior to [his/her] retention by or employment with the Company that Employee incorporates during the period of such employment or retention in any manner into any Company Materials.

particular jurisdiction in or for which such adjudication is made. Each of the covenants in this Agreement are distinct and severable.

9.Medicare. Employee affirms, covenants, and warrants that [he/she] is not a Medicare beneficiary and is not currently receiving, has not received in the past, will not have received at the time the Severance Benefit is payable, is not entitled to, is not eligible for, and has not applied for our sought Social Security Disability or Medicare benefits. Employee agrees and affirms that, to the best of [his/her] knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold the Releasees harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys’ fees, and Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.

10.Revocation Period. Employee acknowledges and confirms that prior to executing this Agreement, Employee (i) was advised by the Company to consult with an attorney concerning the terms of this Agreement and to have an attorney explain such terms; (ii) was given a period of at least [21/45] days within which to consider this Agreement, (iii) is providing the release set forth in paragraph 6 of this Agreement only in exchange for consideration in addition to anything of value to which Employee is already entitled; and (iv) knowingly and voluntarily accepts the terms of this Agreement. For a period of seven (7) days following the date this Agreement is executed by Employee, Employee may revoke the Agreement by sending written notice to [Name] at Springleaf Finance, Attn: Payroll, 601 N.W. 2^nd Street, Evansville IN 47708 no later than 5:00 pm on [DATE] (the “Revocation Period”). This Agreement shall not become effective or enforceable until the day after the Revocation Period has expired. No revocation by Employee shall be effective unless it is in writing and signed by Employee and received by the Company prior to the expiration of the Revocation Period.

Employee acknowledges that the Company has not threatened to withdraw or alter the benefits due under this Agreement prior to the expiration of the [21/45]-day period; nor has the Company provided different terms because Employee decided to sign the release prior to the expiration of the [21/45]-day consideration period. If this Agreement is revoked and Employee has received any payments or other benefits, Employee will return all payments and benefits so received. Employee also agrees that changes, whether material or immaterial, do not restart the running of the above deadline for responding.

11.No Action Commenced. Subject to the conditions of paragraph 6 above, Employee represents and warrants that [he/she] will not (and has not) institute, assist, or otherwise participate in any action or proceeding against any of the Releasees in any court, or before any administrative agency.

12.Confidentiality and Non-Disparagement. Subject to required public disclosure of this Agreement pursuant to applicable securities law, Employee agrees to keep confidential and not to disclose the facts or terms of this Agreement to anyone other than [his/her] attorney, financial advisor, or spouse (each of whom shall agree to honor the same confidentiality obligation as Employee hereunder), and otherwise as required by law. Employee further agrees that [he/she] shall not, directly or indirectly, now or at any time in the future, whether in writing, orally, or electronically make (i) any derogatory comment concerning the Releasees, or (ii) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company Group.

13.Cessation of Severance Benefits. If the Administrator determines that Employee fails to comply with, or is in violation of, the Plan; this Agreement; the Confidentiality and Non-Solicitation Agreement; or any other agreement between Employee and the Company Group or to which Employee is a party, in addition to any other legal or equitable remedies that the Company Group may have under applicable law, Employee shall forfeit all remaining unpaid Severance Benefits and any and all obligations of the Company under the Plan and this Agreement shall immediately cease.

14.No Further Employment with Company Group. Employee agrees that [he/she] shall not apply for employment or be eligible for employment by the Company Group.

15.No Admissions. The parties agree and acknowledge that the considerations exchanged herein do not constitute and shall not be construed as constituting an admission of any sort by either party and shall not be used as evidence of liability or wrongdoing on the part of any party to this Agreement.

16.Severability. The provisions of this Agreement will be deemed severable, and if any part of this Agreement shall be judged invalid, such judgment shall not affect other parts thereof.

17.Complete Agreement. This Agreement, the Plan and the Confidentiality and Non-Solicitation Agreement are intended to be the entire agreement of the parties respecting the matters within its scope. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to be of no force or effect, and the parties to any such other negotiations, commitments, agreements or writings shall have no further rights or obligations thereunder. This Agreement may not be amended or modified except by a writing signed by the parties to this Agreement.

18.Arbitration. Except as provided in Section 8 of the Plan, Employee acknowledges and agrees that any disputes, controversy, claim, interpretation, or enforcement relating to the Plan or this Agreement or any breach of the terms and conditions of the Plan or this Agreement will be resolved through mediation and arbitration in accordance with the terms of the Springleaf Finance Employee

Dispute Resolution Program in effect at the time of the dispute, subject to the terms and restrictions of the Program.

19.Governing Law; Venue. This Agreement shall be subject to the laws of the state of Indiana. Subject to the terms of Section 18 above, any and all Proceedings under this Agreement shall be maintained in either the courts of the state of Indiana or the federal District Courts sitting in Evansville, Indiana (collectively, the “Chosen Courts”) and the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceedings and any such Proceedings shall only be brought in the Chosen Courts.

20.Counterparts. This Agreement may be executed in counterpart or duplicate originals, each having the same force and effect as an original.

21.Headings. The paragraph headings throughout this Agreement are for convenience and reference only and the words therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned parties, intending to be legally bound, have caused this Agreement to be executed as a sealed instrument and delivered as of this _____ day of __________________, 20___.