Employee Handbook

EverBank® Employee Handbook SECTION 1: THE COMPANY YOU WORK FOR ........................................................................................ 4 INTRODUCTION ....................................................................................................................................... 4 The EverBank Family of Companies ......................................................................................................... 4 Company Positioning Statement ........................................................................................................... 4 Strategic Platform .................................................................................................................................. 4 Mission Statement ................................................................................................................................. 4 EverBank’s History .................................................................................................................................... 5 This is EverBank .................................................................................................................................... 5 Charting Our Course in the Charter Era ................................................................................................ 5 Establishing a Strong Alliance ............................................................................................................... 5 Welcoming a New Kind of Alliance ........................................................................................................ 6 Banking on the Name EverBank ............................................................................................................ 7 SECTION 2: WORKING TOGETHER ......................................................................................................... 8 Introductory Period of Employment ........................................................................................................... 8 Equal Employment Opportunity ................................................................................................................. 8 Employment Category ............................................................................................................................... 8 Attendance Guidelines .............................................................................................................................. 9 Your Work Week ..................................................................................................................................... 10 Working Hours and Flexible Work Arrangements ................................................................................... 10 Lactation/Breastfeeding Policy ................................................................................................................ 10 Personal Appearance, Work Environment and Service .......................................................................... 11 Casual Business Wear Guidelines .......................................................................................................... 12 Women ................................................................................................................................................. 13 Women/Men ......................................................................................................................................... 13 Open Door Policy/Problem Solving ......................................................................................................... 13 Learning & Development ......................................................................................................................... 13 Delivery Methods ................................................................................................................................. 13 EverBank Leadership University .......................................................................................................... 13 L&D Catalog ......................................................................................................................................... 14 Manager Accountability........................................................................................................................ 14 Consultative Services .......................................................................................................................... 14 SECTION 3: CAREER ADVANCEMENT .................................................................................................. 15 Base Pay ................................................................................................................................................. 15 Incentive Pay ........................................................................................................................................... 15 EIP ....................................................................................................................................................... 15 Customized Plans ................................................................................................................................ 15 Pay Periods .......................................................................................................................................... 16 Performance Review............................................................................................................................ 16 Promotional Opportunities ................................................................................................................... 16 SECTION 4: POLICIES AND GUIDELINES .............................................................................................. 17 EverBank Code of Conduct ..................................................................................................................... 17 Confidentiality .......................................................................................................................................... 17 Public and Media Relations ..................................................................................................................... 18 Ownership of Intellectual Property .......................................................................................................... 18 Ownership of Records and Documents ................................................................................................... 18 Standards of Conduct .............................................................................................................................. 18 Substance Abuse .................................................................................................................................... 19 Harassment Policy................................................................................................................................... 19 Sexual Harassment.............................................................................................................................. 20 Dealing with Violations ......................................................................................................................... 20 Phone System, Personal Cellular Phones, Internet, and E-Mail ............................................................. 21 Internet..................................................................................................................................................... 21 E-mail....................................................................................................................................................... 21 Employment of Relatives ......................................................................................................................... 21 Conflicts of Interest .................................................................................................................................. 22 Outside Employment ............................................................................................................................... 22 Employee Interests and Activities ........................................................................................................... 22 Solicitations and Distributions ................................................................................................................. 22 Safety Policy ............................................................................................................................................ 22 Personal Property .................................................................................................................................... 23 Performance Standards ........................................................................................................................... 23 Inclement Weather .................................................................................................................................. 23 -1-

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Garnishments and Attachments .............................................................................................................. 23 Keeping Us Informed ............................................................................................................................... 23 Leaving EverBank ................................................................................................................................... 23 Resignation .......................................................................................................................................... 23 Exit Interview ........................................................................................................................................ 24 Re-Employment ................................................................................................................................... 24 Break-In-Service .................................................................................................................................. 24 Travel & Entertainment Policy & Procedure ........................................................................................ 24 SECTION 5: YOUR BENEFIT PACKAGE ................................................................................................. 25 Introduction .............................................................................................................................................. 25 Medical Insurance ................................................................................................................................... 26 Dental Insurance ..................................................................................................................................... 26 Vision Plan ............................................................................................................................................... 26 COBRA Coverage ................................................................................................................................... 26 Cafeteria Plan .......................................................................................................................................... 26 Flexible Spending Accounts .................................................................................................................... 27 Health Savings Account .......................................................................................................................... 27 Group Life Insurance ............................................................................................................................... 28 Additional Life Insurance for Spouse and/or Child(ren) .......................................................................... 28 Accidental Death and Dismemberment Insurance Plan .......................................................................... 28 Travel Accident ........................................................................................................................................ 28 Profit Sharing and Savings Plan .............................................................................................................. 29 Savings Portion of the Plan ................................................................................................................. 29 Profit Sharing Portion of the Plan ........................................................................................................ 29 Sick Time ................................................................................................................................................. 29 Salary Continuation ................................................................................................................................. 30 Eligibility ............................................................................................................................................... 30 Other Disability Pay ............................................................................................................................. 30 Length of Eligible Pay .......................................................................................................................... 31 Required Documentation ..................................................................................................................... 31 Exclusions ............................................................................................................................................ 31 Disability Procedures ............................................................................................................................... 31 Required Documentation ..................................................................................................................... 31 Failure to Provide Timely Notification .................................................................................................. 31 Concurrent Benefits ............................................................................................................................. 32 Payment Procedures ........................................................................................................................... 32 Pay Following the Waiting Period ........................................................................................................ 32 Intermittent Pay .................................................................................................................................... 32 Eligible Pay for More Than One Leave in an Anniversary Year .......................................................... 32 Renewal of Benefits ............................................................................................................................. 32 Termination of Employment ................................................................................................................. 32 Health & Other Benefits ....................................................................................................................... 33 Paid Time Off ....................................................................................................................................... 33 Holidays ............................................................................................................................................... 33 Salary Review ...................................................................................................................................... 33 Commissioned Employees .................................................................................................................. 33 Long-Term Disability................................................................................................................................ 33 Paid Time Off ........................................................................................................................................... 34 Holidays ............................................................................................................................................... 34 Vacation ............................................................................................................................................... 34 Personal Time ...................................................................................................................................... 35 Other Absences and Leaves ............................................................................................................... 35 Funeral Leave Policy ........................................................................................................................ 35 Personal Leave of Absence ............................................................................................................. 36 Military Leave ................................................................................................................................... 36 Jury Duty .......................................................................................................................................... 36 Workers’ Compensation....................................................................................................................... 36 Severance Pay..................................................................................................................................... 36 EMPLOYEE RIGHTS AND RESPONSIBILITIES ................................................................................... 37 UNDER THE FAMILY AND MEDICAL LEAVE ACT (FMLA) .................................................................. 37 Basic Leave Entitlement ...................................................................................................................... 37 Military Family Leave Entitlements ...................................................................................................... 37 Benefits and Protections ...................................................................................................................... 37 Eligibility Requirements........................................................................................................................ 37 -2-

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Definition of Serious Health Condition ................................................................................................. 37 Use of Leave ........................................................................................................................................ 37 Substitution of Paid Leave for Unpaid Leave ...................................................................................... 38 Employee Responsibilities ................................................................................................................... 38 Employer Responsibilities .................................................................................................................... 38 Unlawful Acts by Employers ................................................................................................................ 38 Enforcement......................................................................................................................................... 38 Other Benefits/Recognition Programs ..................................................................................................... 38 Tuition Assistance and Professional Development ............................................................................. 38 Service Recognition ............................................................................................................................. 39 ―This Buck’s For You" Peer Recognition Program ............................................................................... 39 Employee of the Quarter Program ....................................................................................................... 39 Employee Mortgage Loans .................................................................................................................. 40 Bank Benefits ....................................................................................................................................... 40 Miscellaneous Programs...................................................................................................................... 40 SECTION 6: CONCLUSION ...................................................................................................................... 41

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SECTION 1: THE COMPANY YOU WORK FOR INTRODUCTION We are happy to present you with a copy of our employee handbook. This booklet has been designed to help you know our Company better. It is a summary of principles for which EverBank stands, the benefits to which you are entitled, and the obligations you assume as an employee of the Company. Whether you have been with us for a short time or for many years, we want you to know how much we appreciate the contribution you are making to the continued success of EverBank. The Human Resources Department is available to provide assistance to all employees. An HR representative can be reached by calling the HR Connection Hotline at (800)281-7688. The Company is dedicated to a balanced and successful relationship between company shareholders, customers and employees. To that end, we would like to share our Mission Statement with you: The EverBank Family of Companies Company Positioning Statement EverBank is a fully integrated financial services firm driven to deliver innovative products and services that offer exceptional value to a diverse group of customers and partners. Strategic Platform We recognize that quality employees are an integral and critical component of our long term success. We are committed to a work environment built on: teamwork innovation professionalism integrity We are committed to offering our employees: professional development career opportunity competitive compensation recognition of excellence and achievements Mission Statement Our mission is to optimize the long-range value of EverBank to its shareholders, employees and customers by providing high-quality financial services to the communities and customers we serve. To achieve this objective we must: Provide outstanding service and competitive products to our customers who make our business enterprise possible Recruit, develop, motivate, reward and retain people of exceptional ability, character and dedication Provide positive leadership and vision in order to capture the opportunities of the future Use our resources wisely for the profitable growth of our company Work together as a team while respecting each individual’s contribution to our overall success Have dedication to our purpose and a commitment to excellence.

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EverBank’s History This is EverBank Every company has a story to tell. For EverBank, it all began many years ago in Jacksonville, Florida— recognized today as one of America’s fastest-growing cities, a thriving financial center, and home to the corporate headquarters for EverBank and its family of companies. Right from the start, it’s clear that EverBank has succeeded where others have failed by aligning with other industry leaders equally committed to exceptional service—those with a proven expertise in particular financial arenas. Equally central to EverBank’s unwavering growth and success has been a willingness to change with changing times and lead the way in the financial services industry with the kind of entrepreneurialism that enables brilliant ideas to come to fruition and innovative, award-winning financial products and services to be brought to market in due time. Charting Our Course in the Charter Era 1960 EverBank can trace its beginning to the Pearce-Uible Company, a Jacksonville-based residential development company. In 1960, Pearce-Uible purchases the Commander Corporation, a real estate and mortgage banking company. 1962 Pearce-Uible merges with The Charter Companies to establish The Charter Mortgage and Investment Company. Charter Mortgage and the parent company grow rapidly through acquisitions, including The Charter Company’s 1965 purchase of Jacksonville National Bank. 1977 John D. Uible, a former executive with the Pearce-Uible Company and The Charter Company, purchases Charter Mortgage and Jacksonville National Bank from The Charter Company. The new company is named Alliance Corporation. At time of purchase, Charter Mortgage has a loan servicing portfolio of over $1.4 billion. Establishing a Strong Alliance 1982 The Alliance Corporation merges with Florida National Bank. The new mortgage company is named Alliance Mortgage Company in January 1983. 1985 In an effort to diversify into the financial services market, Owens-Illinois, one of the world’s largest manufacturers of packaging products, purchases Alliance Mortgage Company in February 1985. Alliance retains its name and continues to operate as a wholly owned subsidiary of Owens-Illinois. 1987 In March, Kohlberg, Kravis, Roberts and Company acquires Owens-Illinois. Owens-Illinois’ new strategy is focusing on the packaging business and the selling of subsidiaries that deviate from set objectives. 1988 Effective December 31, Alliance discontinues originating loans and becomes solely a mortgage servicing company. 1989 In September, Owens-Illinois completes sale of Alliance to Bridges, Minchew, and Wheeler, Inc., an investment company based in Savannah, Georgia. 1992 Alliance reenters the wholesale origination business.

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Welcoming a New Kind of Alliance 1994 Impressed with the company’s potential for growth, a well-capitalized private investor group with strong industry expertise purchases Alliance on June 1, 1994. The investor group, led by Dave Hicks (founder & Chief Executive Office of Alltel Information Services, Inc.), Robert Clements, and Gary Meeks, provides additional equity to fuel the company’s expansion. At the time of the purchase, Alliance’s loan servicing portfolio is approximately $3.6 billion. 1995 Alliance reenters the retail origination business in early 1995. 1998 First Alliance Bank begins operations on October 1 with two primary objectives: build a strong community banking franchise in Jacksonville and maximize operational and strategic synergies with the mortgage company. 1999 A big year for business partnerships. Alliance consummates joint venture entitled BNY Mortgage Company, with The Bank of New York, through which Alliance will manage residential mortgage lending activities for The Bank of New York. Alliance begins pilot operations in select states, offering mortgages over the Internet under the pricelinemortgage brand through a strategic partnership with priceline.com. 2000 In March, Alliance consummates joint venture with priceline.com through which Alliance will manage residential mortgage lending activities for priceline.com. Alliance Mortgage Company sub-serviced approximately 70,000 loans, totaling over $9 billion, nearly doubling the company’s residential loan servicing business. Alliance reaches $600 million in assets. 2001 In January, First Alliance Bank merges with Marine National Bank, making First Alliance Bank the largest privately owned bank in Jacksonville. Alliance nearly triples its assets to $1.5 billion, led by residential mortgage lending activity of $5.9 billion as a result of a strong refinancing market and the maturation of the joint ventures Alliance created. 2002 Another huge year in the making: Alliance acquires EverBank—one of the nation’s leading branchless banks, with approximately $350 million in assets and 25,000 customer accounts nationally. Alliance acquires assets of OnePipeline, the national leader in third-party loan origination compliance technology that allows real estate professionals, homebuilders, financial advisors, insurance agents, and others to originate mortgages. Alliance receives top ranking from Allen C. Ewing & Company in its annual High Performance Award, honoring the top ten high-performing Florida banks and thrifts. Alliance consummates a sub-servicing strategic partnership with Bear Stearns. 2003 Allen C. Ewing & Company names First Alliance Bank the number one bank in Florida for the highest Return on Equity (ROE). Independent Community Bankers Association rates Alliance first in the nation for return on equity and second for return on assets. Alliance becomes Jacksonville’s largest private financial services firm and one of the industry’s fastestgrowing companies. -6-

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Banking on the Name EverBank 2004 In February, Alliance completes a corporate-wide re-branding under which the Alliance family of companies adopts the name ―EverBank.‖ This change helps eliminate brand confusion, bolster brand strategy, and enhance cross-selling efforts. The company receives ―Best of the Web‖ award from Forbes.com for the fourth consecutive year. Of the 10,000 banks in the country, only four others receive this designation four years running. EverBank is named as one of 2004’s ―Top Ten Financial Service Innovators‖ by Online Banking Report, highlighting EverBank’s integrated account aggregation available to customers through the EverOne Financial Center. 2005 MarketSafeSM Certificates of Deposit from EverBank are named one of the ―Ten Most Significant Innovations of 2005‖ by Online Banking Report. Forbes.com bestows EverBank with its ―Best of the Web‖ award for the fifth consecutive year. Investors looking for a foreign currency product that capitalizes on a strengthening U.S. Dollar now have DollarBullSM Certificates of Deposit from EverBank. EverBank is named to Mortgage Technology magazine’s annual list of ―Top 25 Tech-Savvy Lenders‖ for being a lender than best utilizes technology to originate mortgages. For the eighth consecutive quarter, EverBank proves it offers industry-leading rates with the ―Top Tier‖ Bankrate.com Award. 2007 Launch of EverBank Reverse Mortgage, LLC, offering innovative solutions to seniors through products like Reverse Select — the first fixed-rate jumbo mortgage on the market. Money Magazine recognizes our Yield Pledge Money Market Account and FreeNet Checking Account as ―Best of Breed.‖ EverBank moves its corporate headquarters to 501 Riverside Avenue in Downtown Jacksonville

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SECTION 2: WORKING TOGETHER EverBank is a service company. As such, it is important that we make a favorable impression on our customers. To ensure the effective operation of our business, prompt and courteous service to our customers is vital. We all need to work together to create a positive and enjoyable work environment. Introductory Period of Employment As a new employee, your first 90 calendar days on the job are considered an introductory period. This period gives you the opportunity to determine if your job suits you and allows your supervisor to decide if you are right for the job. We will make every reasonable effort to see that any issues arising during the 90 calendar days are resolved. At the end of the introductory period, exempt employees who are not officers and non-exempt employees will generally receive a performance review. However, if during the introductory period either party decides an incorrect employment decision has been made, employment may be terminated without the customary two weeks’ notice. Completion of the introductory period does not guarantee continued employment for any specified period of time nor does it require that an employee be discharged only for cause. Equal Employment Opportunity EverBank is an equal opportunity employer. No employee or applicant for employment will be discriminated against because of race, color, religion, national origin, physical or mental disability, age, gender, sexual orientation, genetic information, veteran’s status, or status as a disabled veteran or veteran of the Vietnam era. EverBank will ensure that: A. Persons are recruited, hired, trained, and promoted without regard to race, color, religion, national origin, physical or mental disability, age, gender, sexual orientation, genetic information veteran’s status, or status as a disabled veteran or veteran of the Vietnam era. Full consideration is given to the employment of disabled individuals. Furthermore, it is the policy of this Company to maintain a place of employment that is free from sexual harassment and intimidation. B. All applicants for employment and all current employees will be judged on the basis of their job-related knowledge, ability, experience, educational background and past performance. The only criteria for evaluating applicants and candidates for promotion are qualifications that bear a direct relationship to job performance. C. Other personnel actions, such as compensation, benefits, Company-sponsored training, and social and recreational programs, are administered without regard to race, color, religion, national origin, physical or mental disability, age, gender, sexual orientation, genetic information, veteran’s status, or status as a disabled veteran or veteran of the Vietnam era. Human Resources’ practices and procedures are regularly reviewed and analyzed to ensure compliance with this policy. Employment Category All employees of EverBank are put into categories. These categories determine the benefits an employee is eligible for, when payment for time worked is made, and other issues. Full-time: working 40 hours per week Part-time: 30 or more hours a week: regularly working less than 40 hours per week Part-time: less than 30: regularly working less than 30 hours per week On-call: an employee who is called in to work on an ―as needed‖ basis and who does not have a regular schedule. This category includes Advisors and/or similar positions. People in this category would typically work on an irregular but recurring basis.

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Short-term: an employee whose length of employment will be finite and is agreed upon at the time of employment. Interns, those working over a holiday break from school and those hired to cover the maternity leave of another employee are examples of short-term employees. Contractors and employees of temporary agencies or other contingent workforce agencies are not employees of the company. Attendance Guidelines At EverBank, all employees work together to achieve both departmental and company success. Because of the close working relationship among employees and the importance of each position within the company, absence and tardiness have a negative impact on productivity and business results. Although it is expected that each employee will be conscientious in his/her attendance, the following guidelines have been established. It is the responsibility of each manager to maintain attendance and tardiness records on employees (e.g. e-time system for non-exempt employees or a leave tracker reflecting time off for exempt employees) . Note: Since new employees are not automatically reflected in e-time, managers should maintain a record to document hours worked during the first week of employment. It is the employee's responsibility to provide his/her supervisor with enough notice to arrange for a replacement or redistribution of the workload. In any event, an employee must call in before his/her normal start time. Failure to notify the company of an absence constitutes reason for discipline, up to and including termination. Definitions The term "incidence of absence" will refer to the number of times absent from work, not the number of days absent. For example, three consecutive days of absence constitutes only one incidence of absence. This guideline applies not only to absences due to illness or injury of an employee, but also to those absences connected with illness or injury of an employee's family member. Vacation days, jury duty, approved leaves of absence, FMLA-qualified absences, and personal days will not count as incidences of absence if they are approved in advance by the employee’s supervisor or manager. For planning purposes, employees should make every effort possible to give advanced notice to their management team of absences that they are aware of before the start of their normal core working hours (jury duty, non-emergency doctor appointments, etc.) If notice is not rendered, managers have the discretion to count these occurrences as ―incidences of absence.‖ Any other absences without pay will count as an incidence for the employee.‖ The six-month period referred to is a continuous period. An employee must be present for at least three-quarters of their scheduled working hours in one day; otherwise it will constitute an incidence of absence. Some examples include: Regular working hours 8 hours a day 10 hours a day 6 hours a day

Number of hours you must be present 6 hours 8 hours 4 hours

Consecutive absences without pay will count as individual incidences of absence. For example, three consecutive absences without pay would constitute three incidences of absence. Employees except those being accommodated for a disability or FMLA leave, are expected to be "at work" for a full workday. "At work" means at one's desk working at the designated time (by an approved departmental clock), not merely on the premises. Thus, for purposes of this policy, the term "incidence of tardiness" is defined as failure of an employee to be at his/her workstation at work, at his/her scheduled starting time or failure to return from lunch or designated breaks on time. Excessive personal phone calls and personal use of the computer is not ―at work.‖ Absences Three incidents of absence within six months: Verbal Warning Four incidents of absence within six months: Written Warning Five incidents of absence within six months: Probationary Warning Six incidents of absence within six months: Termination may result

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Tardiness Five incidents of tardiness within any four month period: Verbal Warning Six incidents of tardiness within a four month period: Written Warning Eight incidents of tardiness within a four month period: Probationary Warning Nine incidents of tardiness within a four month period: Termination may result Your Work Week Full-time employees of EverBank are paid for a 40-hour work week. If you are a non-exempt employee, the Company will pay you for all hours, or partial hours, worked over 40 hours per week at the rate of one and one-half times your regular rate of pay. For purposes of overtime, we consider Company holidays as regular hours worked. Part-time employees, working 30 or more hours, receive holiday credit on the basis of the number of hours they would have worked on the holiday. Please remember overtime must be approved in advance. No additional compensation will be made for overtime hours worked by exempt employees. An exempt employee is one who qualifies under the Fair Labor Standards Act as an executive, manager, administrative or professional employee who is not paid on an hourly basis and who is exempt from the minimum wage, overtime and timekeeping requirements of the Fair Labor Standards Act. Working Hours and Flexible Work Arrangements EverBank’s standard business hours are 8 a.m. to 5 p.m., Monday through Friday, with a one-hour lunch period. However, some functions have different business needs and working hours are established accordingly. EverBank recognizes the value of flexibility in the workplace. While the primary goals and objectives of each business unit ultimately drive scheduling decisions, flexible work arrangements are considered a way to allow employees to work toward a favorable work/life balance. Flexible work arrangements can refer to: Flexibility – the opportunity for employees to make adjustments as needed, when compatible with business needs, in when, where, and how they work Flextime – established work schedules that allow employees, within certain limits, to determine when the work day begins and ends. Flextime does not reduce the total number of hours or effort worked in a given week by an employee. Flextime refers to practices such as: o Extended lunch times offset by additional hours at the beginning and/or end of the day o Varying work start and end times Part-time work – for both nonexempt and exempt employees Compressed work week – scheduling full-time employees to work four, 10-hour days per week or some other arrangement that completes the employee’s scheduled number of hours in less than five days per week Other potential options should be discussed with your supervisor or manager, who may in turn seek guidance from Employee Relations. Requests are evaluated as to whether an employee can achieve required business results while operating on a flexible work arrangement. Contact your supervisor or manager for additional details. Lactation/Breastfeeding Policy As part of our family-friendly policies and benefits, EverBank supports breastfeeding mothers by providing a private area for the mother who wishes to express breast milk during her workday when separated from her newborn child, for a period up to twelve (12) months from the birth of the child; additional time may be available as applicable under State Law. Any regular full-time or part-time employee who is normally scheduled to work 30 or more hours per week, who is breastfeeding her own child will be provided reasonable breaks for the purpose of expressing milk for her infant.

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Interested employees should, upon providing leave certification paperwork to the Benefits Department (at least 30 days prior to the child’s due date), alert the Benefits Specialist of the intent to express milk on the premises following return from the leave of absence. EverBank will then make arrangements for this purpose.

Personal Appearance, Work Environment and Service To every person who comes in contact with you, you are EverBank. The first impression you make sets the stage for a customer's future association with us. All of our employees should use good judgment in selecting appropriate work attire. All areas have some exposure to the public, and your clothing should reflect that you are aware of this. Employees of EverBank have a direct impact on the image of our company in the eyes of our customers and visitors. While many EverBank locations provide employees with a ―Corporate Casual‖ environment (casual on Fridays), others require a more conservative dress code. At all times, we endeavor to maintain an image of professionalism and wish our employees to reinforce this image. One of the key aspects of our image is clothing. The business appearance policy recognizes that different styles will be necessary, depending on changes of seasons, degree of customer contact, nature of work, and safety issues. With these considerations in mind, EverBank has developed a matrix that will provide general guidelines. Some business units may require more conservative guidelines based upon the nature of the business. Your manager will have further details. Compliance with these guidelines is expected by all employees at all times. Non compliance will result in disciplinary action in accordance with the Company’s Performance Improvement Policy. In addition, you may be sent home at your manager’s discretion if inappropriate attire is worn. The appearance of our workplace also has a direct impact on the image of our Company in the eyes of our customers, lenders, stockholders, investors and other visitors. The overall appearance of our work environment is the sum of our individual work areas. The following guidelines are to be followed to maintain a professional environment: Boxes, files or other temporary and/or storage articles should not be kept on the floor or under desks for any extended period of time. Food, plates and other eating utensils should not be kept in work areas. Candy stored in containers for visitors' use is acceptable. File drawers should be kept closed when not in use. No items should be placed on the top of workstation or file cabinets except plants. Personal items such as pictures, plants, etc., must be appropriate in size and in keeping with a professional office environment. (Cartoons, jokes, or other personal information should not be visible from outside the immediate work area.) Traffic aisles should be kept clear of storage boxes and equipment. Obsolete equipment that has been replaced or will not be in use in the future should be disposed of with the assistance of the Administrative Services Department. Electrical cords should be arranged out of sight whenever possible, and in every case in such a manner as to prevent a tripping hazard. Electrical appliances and space heaters are not permitted in employees’ work areas. The above standards also apply to empty workstations. The supervisor of each work unit and the department manager of each area will be responsible for adhering to these standards. Maintenance of a professional work environment is an important part of doing business and is a factor that will be evaluated as part of the quarterly performance review and incentive plan. Children are not allowed in work areas without the President's approval. - 11 -

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We are committed to establishing EverBank as a premier company by ensuring quality service to our customers. Your supervisor will instruct you on the standard procedure for answering and handling telephone calls. Customer calls in designated departments are monitored on a random basis. In addition to ensuring high levels of service to our customers, this review system serves the following purposes: Developing training programs Preparing for employee performance reviews Ensuring the highest levels of customer service Casual Business Wear Guidelines This applies only to those locations which allow casual dress; some locations prohibit sandals, jeans, and other styles of dress due to the more conservative nature of the work environment.

Clothing Article Tops  Polo Shirts  Oxford Shirts  Sweatshirts  Blouses  T-Shirts  Sweaters/Cardigans/Overblouses  Knitted Tops (no collar/sleeves)  Blazers/Sports Coats  Tank Tops/Spaghetti Straps  Low Cut or Midriff-Baring Tops Bottoms  Jeans  Walking Shorts/Skorts/City Shorts  Capri Pants  Stirrup Pants/Leggings  Casual Skirts  Jean Skirts/Jean dresses Footwear  Sneakers/Tennis Shoes  Sandals  Boating/Deck Shoes  Boots  Loafers  Flip Flops (strap between toe/no back strap) Other  Jumpsuits  Hats  Workout Clothes

Acceptable

Not Acceptable

X X X X X X X X X X X

1

X 2

X 2 X 3 X 1 X 1

X X X 4 X X X X X X

1

Friday attire: Special casual days are limited to corporate sponsored events only. Must be clean, conservative cut, and not form fitting. 2 Acceptable if not form fitting. 3 The style of skirts should be conservative. Pantyhose are not required. The length should be appropriate for the business environment (approximately three inches below fingertips). 4 Construction or work boots are not acceptable. Notes:  In general, clothes should be neat, clean, and appropriately sized. Tight fitting, revealing, or oversized clothes are not permitted.  Clothing, hairstyle, and jewelry not addressed above must not be a business distraction. This determination is at the discretion of your manager.  Shirts must be tucked in unless dictated by the garment’s manufacturer.  Employees with inappropriate attire may be sent home at their manager’s discretion.  Deviations require executive management approval. - 12 -

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Women The style of skirts should be conservative. Pantyhose are not required. The length should be appropriate for the business environment (approximately 3 inches below fingertips). Women/Men Shirts must be tucked in unless dictated by the maker of the garment. Clothing, hairstyle, and jewelry not addressed above must not be a business distraction. (Manager’s discretion) In general, clothes should be neat, clean, and appropriately sized. Tight fitting, revealing or oversized clothes are not allowed. Employees with inappropriate attire may be sent home at their Manager’s discretion. Deviations require Executive Management approval. Special Casual Days (Friday wear) are limited to Corporate sponsored events. Open Door Policy/Problem Solving You should take the following steps in resolving a work-related problem: 1. Your first step is to speak to your supervisor as soon as possible. After hearing your concern, the supervisor will investigate and provide a solution or explanation to you. (Note: Please see the separate harassment policy if you feel as if harassment or discrimination is taking place). 2. If the supervisor fails to respond to your concern in a timely manner, or should you continue to feel dissatisfied after discussing the problem with your supervisor, you should discuss the issue with the next level of management. 3. If the problem cannot be resolved at this level because of company policy or practice, this will be explained to you. If you wish to pursue the matter further, an Employee Relations representative in the Human Resources Department will help you do so. 4. On your behalf, the Human Resources Representative will discuss your problem with your supervisor, the individual your supervisor reports to, or another manager - that is, the person who can most satisfactorily resolve the problem. 5. If you are still unable to resolve your problem, the Human Resources Department will present your case to the applicable company president and/or designee(s). The decision at this level will be final. You may be asked to express your problem in writing during this process. The policy above should be used for workplace issues other than harassment and discrimination. Please see the separate harassment policy if you believe these activities are taking place. Learning & Development EverBank Learning & Development (L&D) provides value-added, consistent and high-quality training solutions that support strategic business initiatives which maximize the financial return on human capital investments. L&D provides onboarding, compliance, managerial leadership and other training opportunities throughout the year. Delivery Methods eLearning / Webinar Instructor-Led Training Blended Learning EverBank Leadership University EverBank Leadership University (EBLU) is an online resource with more than 30 eLearning courses available. As an employee, you can receive ―just-in-time‖ learning solutions from the convenience of your desktop at the office, home or while traveling. You can access EBLU via the Company’s intranet or at https://learning.syntrio.com/everbank/login.asp.

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L&D Catalog L&D offers learning opportunities that align with organizational mission, vision, goals, strategies and initiatives. Opportunities include, but are not limited to, the following list: New Employee Onboarding- classroom and online Core Courses for New Managers. Online course titles are: o Preventing Employment Discrimination o Sexual Harassment Understanding and Prevention o Avoiding Wrongful Termination o How to Hire the Right People o Maximizing Employee Performance o Family Medical Leave Act o Understanding and Preventing Harassment Human Resource Policy and Procedure Training: The HR functions included are: Payroll, Staffing, Employee Relations, Learning & Development, Compensation and Benefits Hands-on Transactional Management Crucial Conversations Emotional Intelligence Self-Management: Myers- Briggs Type Indicator and various leadership assessments Coffee House Series Compliance o Harassment Annual Acknowledgment o Code of Conduct Acknowledgment o Information Security Acknowledgment Manager Accountability Managers and supervisors at EverBank have a crucial role in continuing the Company’s success through their ability to maximize the potential of their people. The executive team at EverBank is committed to ensuring that they help managers continuously improve their ability to structure their organizations to most effectively and efficiently produce the desired financial results every year. To increase the overall focus of management responsibility, the following five competencies of Manager Accountability are incorporated into the annual review performance cycles and incentive programs to ensure we hold ourselves responsible for maximizing our management potential: Strategic Vision Managerial Leadership Employee Focus Fiscal Responsibility Technical Competence L&D supports this initiative by offering ongoing learning opportunities that focus on these five overarching competencies. Call L&D at (800)281-7688 for more information about Manager Accountability. Consultative Services L&D strives to be your business partner. Your success is our success. In addition to offering a variety of courses that support Manager Accountability, we are available to work with managers to determine learning solutions focusing on employee growth and development. The purpose of consultative services is to assist work units with training needs assessment, operational effectiveness, customized programming development, coaching, teambuilding and facilitation. As a performance consultant, L&D provides practical guidance and tools to help analyze an organizational environment, diagnose performance problems, identify barriers to performance, and select appropriate interventions and measure intervention success. Call L&D at (800)281-7688 for more information about services we can provide.

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SECTION 3: CAREER ADVANCEMENT We want to give you every opportunity to advance and realize your career potential within the Company. Your qualifications, past performance, skills and motivation are all determining factors in considering you for promotions. Base Pay EverBank is committed to paying a fair wage for the job you do. We strive to pay wages competitive with those prevailing in our employment area and in our industry. Your salary level is based on your background and job-related qualifications, the skills and knowledge required to perform the job, and, most importantly, your performance on the job. Your salary will be reviewed annually by your supervisor in accordance with Company policy. Please keep in mind that your salary is a confidential matter. Incentive Pay In an effort to better reward employees who make significant contributions to EverBank’s success, we have implemented various incentive plans around the company. This includes customized incentive plans specifically designed for particular areas and the EverBank Incentive Plan (EIP) program for those employees not on customized plans. The objectives of these plans are generally: To attract and retain competent and motivated employees. To better link employee compensation to performance. To encourage teamwork with a focus on success. To encourage individual effort and accomplishment. Please see your manager for more information on the incentive plan that pertains to your area. EIP The EverBank Incentive Plan is administered annually. The performance period is January 1st – December 31st, which is in alignment with the company’s fiscal year. Participants generally include all full-time and part-time employees not on commission or other customized incentive or bonus plans. Employees are eligible to participate at the time of their hire and their payment is prorated based on the month of their hire. Employees hired after October 31st are not eligible to participate for that plan year. Payments are usually made on the third payroll following the end of the period. To be eligible for an EIP incentive, or any other incentive plans, an employee must be employed with EverBank on the day of payout. Employees who are on a Performance Improvement Plan (PIP) at the time of payout are ineligible. Customized Plans These plans are specific to particular business units and are designed to be flexible in response to changing competitive environments. Administration of the plan may be changed as necessary to provide EverBank with plans that are cost effective. See your manager for plan details, eligibility requirements and payout schedule. The Company may terminate, amend or modify all incentive plans at any time without prior notice to participants. Nothing in these plans shall be construed to mean a guarantee of unearned compensation, nor shall it indicate any rights to continued employment with EverBank.

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Pay Periods You will be paid on the 15th and on the last day of each month. If the regular payday occurs on a Saturday, Sunday, or Company holiday, you will be paid on the last working day immediately preceding the regular payday. You have the option to have your paycheck deposited directly into your bank account. Employees receive payment based upon their annual salary divided by 24 pay periods, which calculates to 86.67 hours per pay period. Non-exempt employees who work overtime (in excess of 40 hours/week) are paid for the overtime at one and one-half times their hourly rate. Any deviation in hours worked, overtime, time off, etc., must be noted in the eTime system. Overtime must be approved in advance by your supervisor. For exempt employees, documentation of time-off is tracked on the Leave Tracker form. Performance Review The key to increasing your responsibility at EverBank is performance. Accordingly, it is important for you to know how your performance is evaluated. At the end of your first 90 days, non-exempt employees and non-officer exempt employees will generally receive a progress report from your supervisor. The progress report will include your strengths and developmental needs to help you succeed at EverBank. Promotional Opportunities Occasionally, employees may have the opportunity to move from one position to another, either in their present department or in a different department. We facilitate and encourage a transfer when the change will enrich both the employee and the Company. If you wish to request a transfer inside or outside your department, the following criteria apply: You must have been in your current position for twelve months. Your overall rating on your most recent performance review must reflect a performance level of "Achieving Expectations" or above. You cannot be involved in a Performance Improvement Plan. NOTE: Your current manager may override these requirements if the existing conditions warrant deviation from these guidelines. In some circumstances, exceptions may have to be approved by both the incumbent and hiring managers. The intent is to balance the needs of the Company and individual departments with the employee's professional development. Please contact Human Resources if you have any questions. If you are interested in seeking another position within the Company, your first step is to visit the corporate web site Careers section to see which positions are currently open. To express interest in a currently open position, you should apply online. Exempt level employees should inform their managers of any posting activity. Non-exempt employees are strongly encouraged to discuss their posting activity with their managers but are not required to do so. You are also encouraged to take steps to inform yourself about the requirements for positions that are not currently open but may be of interest to you in the future. For information on a position that is not open, but is of interest to you, contact Human Resources.

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SECTION 4: POLICIES AND GUIDELINES We operate under several guidelines and policies with which you will need to become familiar. EverBank Code of Conduct EverBank strives to adhere to the highest ethical and legal standards. Inherent in our business is the responsibility not only to preserve and safeguard public confidence but also to strengthen and renew such confidence. Our reputation depends on the conduct and personal integrity of every member of our staff. To this end, we must conduct our business affairs with ethical standards such that no conflicts of interest, real or implied, can be construed. The appearance of a conflict of interest may be just as damaging to the Company’s reputation as a real conflict. All employees should avoid transactions or activities that result in, or give the appearance of, a conflict between personal interest and those of the Company. Although no written code can cover every circumstance that can arise, the EverBank Code of Conduct defines the business procedures and practices that reflect our Company’s corporate values. The Code provides you with principles to help you uphold EverBank’s high ethical standards. This has been provided to you separately, and you are expected to read it and comply with all its provisions. Any questions you have should be directed to the Legal Department. The major sections of the Code include: Conflicts of Interest Use of EverBank’s Assets and Information Honest and Fair Dealing in Our Workplace Reporting and Recording Your Responsibilities Complying With the Law Although the EverBank Code of Conduct contains information on many of the following topics, we feel it appropriate to highlight the importance of these issues here in the Handbook as well. The EverBank Information Security Policy has also been provided to you and contains important information for you to understand. Violation of any Company guidelines, including the EverBank Code of Conduct and Information Security Policy, can lead to disciplinary action up to and including termination. Confidentiality As an employee of a financial institution, you hold a position of trust. In your job, you handle private matters relating to the finances or property holdings of our customers. The confidential nature of your work, as well as the requirement of Federal and State law, require that you never disclose any information that you acquire about the affairs of customers, the Company or other employees, except as is necessary to process, service or effectuate a request made by the borrower or as required by law. This includes releasing such information unintentionally by leaving it on your desk or anyplace else where someone may see it. There can be serious consequences to a violation of the requirement for confidentiality of customer information. Information security is the responsibility of every employee. Refer requests for information about employees, customers, procedures, etc., immediately to your supervisor or other appropriate sources of information, such as the Human Resources Department or the Legal Department. You have also received a copy of a document entitled Information Security Policy. This policy applies to you during and after your employment with the Company.

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Public and Media Relations It is every employee’s duty to protect the company, employees, and shareholders from potentially damaging media exposure. At EverBank, there are trained professionals in the Legal Department and Public Relations Department whose jobs are to interact with the media and who are better equipped to manage confidential and legal subject material. If you are approached by the media to give an unsolicited comment on behalf of EverBank or as an employee of EverBank, please direct all requests to the Vice President of Corporate Marketing and Public Relations, to ensure proper coordination with all internal and external media partners. If you have any additional questions, you can contact the Marketing Department or Human Resources Department for assistance. Ownership of Intellectual Property Any intellectual property such as trade secrets, inventions, patents, patent applications, etc. that you conceive or develop during your employment shall be the sole and exclusive property of EverBank. You should give EverBank prompt written notice of the development of any such property. Other conditions apply and additional details are contained in the EverBank Policies and Procedures Manual. If you have any questions, please contact Human Resources or the Legal Department. Ownership of Records and Documents All written materials, records and documents made by you or coming into your possession during the term of employment concerning any services, products or processes used shall be the sole property of EverBank. Upon termination of employment, or upon request of EverBank during the term of employment, you shall promptly deliver the requested materials to Management. Additional details are contained in the EverBank Policies and Procedures Manual. If you have any questions, please contact Human Resources or the Legal Department. Standards of Conduct Please restrict your personal calls to a minimum. They take you away from customers and tie up phone lines that are necessary for business calls. Please ask your friends and family not to call at work unless it is truly necessary. Violation of any of the following non-exclusive list of rules, any failure to properly perform the duties of your job, or any other misconduct will result in disciplinary action which may include immediate termination without notice: EverBank enforces a smoke-free work environment. Smoking is permitted in designated areas only. Employees should limit their smoking to break times and lunch. Bringing firearms or weapons onto Company property. (Except where allowed by law) The use of profane or abusive language directed at any employee or customer. Assault of a fellow staff member or customer on Company premises. Insubordination - refusal to follow a supervisor's instructions concerning a job-related matter. Theft or misuse of Company or another employee's property. Gambling on the premises. Dishonesty in any form, including tampering with or falsifying records and reports of information. This includes changing or falsifying entries in eTime or changing any portion of an eTime schedule without proper authorizations. Sleeping during work hours. Unsatisfactory job performance. Gross negligence or extreme carelessness in the performance of one’s duties. Excessive absenteeism and/or tardiness. Any conduct whether at or away from work that might in any way negatively affect the reputation of EverBank including but not limited to being charged with any criminal offense. Any breach of confidentiality regarding EverBank business or customer information. Each employee’s salary is a private and confidential matter. Discussions regarding salaries or attempts to learn the salaries of other workers are prohibited, except in the course of making a hiring decision. All employees have an obligation to maintain a constant awareness of the sensitivity of this data. Regardless of the above, remember that your employment is at-will and therefore terminable by EverBank at any time with or without cause.

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Substance Abuse The Company’s policy is to maintain a drug and alcohol free workplace. The possession, dispensing, using, selling, manufacturing, purchasing or being under the influence of drugs and/or alcohol in any EverBank facility, on EverBank property, while on Company business or while onboard a Companyowned or leased vehicle is strictly prohibited. Off-the-job use of drugs and/or alcohol that adversely affects an employee’s job performance at EverBank or jeopardizes the safety or property of employees is prohibited. Employees are expected and required to report to work on time and in appropriate mental and physical condition. Employees reporting to work intoxicated or under the influence of drugs are in violation of this policy and are subject to disciplinary action, up to and including termination. When an employee is involved in any type of workplace accident or when there is reasonable suspicion that an employee is under the influence of drugs or alcohol on the job, EverBank can require the employee to submit to a drug and alcohol test. Employees who test positive are in violation of this policy and are subject to disciplinary action, up to and including termination. A copy of the complete drug-free workplace policy may be obtained from Human Resources. Recognizing that employees with addiction problems require professional help, EverBank will work with employees who want to seek confidential counseling. Employees who suspect they have a drug or alcohol dependency problem are encouraged to seek diagnosis and treatment as prescribed by a qualified professional. Harassment Policy EverBank is committed to a workplace free of discrimination and harassment based on race, color, religion, age, sex, national origin, disability, status as a veteran, or any other protected status. Offensive or harassing behavior will not be tolerated against any employee. This policy covers vendors, customers, or others who enter our workplace, as well as all employees. The Company workplace covered by this policy includes all locations where the Company conducts business, as well as Company-sponsored social events. Supervisory or managerial personnel are responsible for taking proper action to end such behavior in their workplace. No employee of this company is exempt from this policy. Offensive conduct or harassment of a sexual nature, or based on race, color, religion, age, sex, national origin, sexual orientation, disability, status as a veteran or any protected status is prohibited. This may include but is not limited to: Offensive physical actions, written or spoken, and graphic communication (for example, obscene hand or finger gestures or sexually explicit drawings). Any type of physical contact when the action is unwelcome by recipient. Expectations, requests, demands or pressure for sexual favors. Slurs, jokes, posters, cartoons, and/or gestures that are offensive. In addition, conduct will be considered a prohibited form of harassment when any of the following are true: o There is a promise or implied promise of preferential treatment or negative consequence regarding employment decisions or status. o Such conduct has the effect of creating an intimidating or hostile or offensive work environment, or unreasonably interferes with a person's work performance. o A third party is offended by the sexual conduct or communication of others. Harassment is considered a form of employee misconduct. Disciplinary action, up to and including termination, will be taken against any employee engaging in this type of behavior. Any supervisor or manager who has knowledge of such behavior yet takes no action to end it is also subject to disciplinary action. Anyone who believes he or she is being discriminated against as a result of harassing behavior (for example other employees being given special treatment in exchange for sexual favor(s)), is encouraged to report it.

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Sexual Harassment Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, and other physical, verbal, or visual conduct based on sex constitute sexual harassment when: 1. Submission to the conduct is an explicit or implicit term or condition of employment 2. Submission to or rejection of the conduct is used as the basis for an employment decision, or 3. The conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile, or offensive working environment. Sexual harassment may include, but is not limited to, explicit sexual proposition, sexual innuendo, suggestive comments, sexual oriented ―kidding‖, ―teasing‖ or ―practical jokes‖, jokes about gender-specific traits, obscene sexual language or gestures, displays of obscene printed or visual material, playing of offensive recordings or other broadcast media, and physical contact, such as patting, hugging, pinching, or brushing against another’s body. Supervisors, managers, etc. are responsible for the effective administration of this policy. If any manager or employee has a question about his/her responsibilities, the meaning of terms used in this policy, questions should be directed to the Human Resources Department. Complaints should be made to a manager/supervisor or directly to the Human Resources Department. All complaints will remain as confidential as possible and must be reported to HR by supervisor/managers who have reports of harassment communicated to them. Complaints made in good faith will in no way be held against an employee. Dealing with Violations The company will take action to address fairly and objectively behavior that it finds inappropriate for its work environments. If a specific situation warrants, disciplinary action will be taken, up to and including discharge or, in the case of a non-employee, termination of the business relationship with the company. If an employee experiences or is witness to any type of harassment or inappropriate behavior, the following options should be exercised to immediately deal with the situation. 1. The employee should politely but firmly advise the person that they believe the behavior is inappropriate and that they want it to stop. Sometimes, an individual does not realize his or her behavior bothers or offends others. In many cases, individuals successfully resolve concerns through such discussions. 2. If the employee chooses not to address the issues with the person, or if the person fails to respect their request, the employee should report the situation to Company management. The first contact for an employee should be an immediate supervisor or Human Resource Representative. If the employee prefers they may speak to a higher-level manager in the organization or to the Vice President, EEO and Employee Relations. The employee may be asked to put their complaint in writing during this process. 3. If the situation involves sexual harassment and the employee is more comfortable discussing the concern with a person of the same sex, they may call the Vice President, EEO and Employee Relations, who will arrange a meeting with someone of the appropriate gender. .

Retaliation is Prohibited Retaliation is strictly prohibited by this policy and by law against anyone who in good faith reports a suspected violation of this policy. Retaliation means taking any adverse action in response to the complaint having been made. Constructive criticism and supervisory actions regarding valid performance or other workplace issues are not retaliation. If the employee believes they have been subject to retaliation in violation of this policy, they should inform the Vice President, EEO and Employee Relations. The allegations will be promptly investigated. If retaliation is found, the person retaliating will be subject to disciplinary action up to and including termination or, in the case of a non-employee, termination of the business relationship with the company.

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Phone System, Personal Cellular Phones, Internet, and E-Mail While at work employees are expected to exercise the same discretion in using personal cellular phones as the use of company phones. Excessive personal calls during working hours can interfere with productivity, professionalism, and may be distracting to others. Text messaging during working hours is not permissible, unless you are on your break or lunch time. At which time, text messaging is only permitted in a break-room or outside any work area. It is important that friends and family members are aware of the company policy. Flexibility can be provided in special circumstances that demand immediate attention. For specific departmental practices on the handling of emergency incoming personal phone calls or text messages, please see your supervisor or manager. The management staff is expected to serve as role models for compliance and is encouraged to hold employees accountable in complying with the policy. Internet Under no circumstances may an employee use the Internet to access pornographic web sites or download pornographic material. Management reserves the right to monitor employee Internet usage. Management reserves the right to restrict or prohibit personal use of the Internet at its discretion. Failure to adhere to these policies may result in disciplinary action, up to and including termination. E-mail Under no circumstances may an employee use profane or unprofessional language. Personal use should be kept to a minimum. Personal e-mail should be read and immediately deleted for the sake of system resources. Employee may not initiate, respond to, or perpetuate ―chain letter‖ e-mails. The company reserves the right to review, intercept, or access any business or personal e-mail that is created, sent, or received on company systems. Management reserves the right to restrict or prohibit non-business use of e-mail at its discretion. Solicitation of non-company approved events of fundraisers is prohibited. Failure to adhere to these policies may result in disciplinary action, up to and including termination. All use of the Internet and e-mail must be consistent with EverBank’s Information Security Policy. Employment of Relatives Relatives and significant others of employees may be employed with EverBank under certain circumstances. To avoid even the appearance of any possibility of favoritism or improper conduct, immediate family members and significant others will not be employed in the same department or where a conflict of interest between departments might occur. For the purpose of this policy, immediate family is defined as brother, sister, spouse, child (birth, step or adoptive), parent (birth, step, or adoptive), or grandparent (birth, step or adoptive). Significant other is defined as a person who is important to one's well-being; especially a spouse or one in a similar domestic relationship. If an employee’s relationship status changes and can be defined by the aforementioned classifications (immediate family or significant other) with another employee, a change of assignment to another department is required for one of the employees. The decision as to who will transfer from the department will be based on business needs and the employees’ competencies. Approval to transfer is required by the SVP. If a decision cannot be made quickly as to which employee will transfer, the department manager will decide. This policy applies to regular full-time and part-time employees. Temporary or seasonal employees may, on occasion, be permitted to work with relatives and/or significant others in the same department. Any exceptions to this policy must be approved by an EVP.

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Conflicts of Interest Employees should avoid transactions or activities that result in, or give the appearance of, a conflict between their personal interests and those of EverBank. Further, employees should never conduct themselves in any manner which, directly or indirectly, could be detrimental to the best interests of EverBank. EverBank management may prohibit employees from certain activities and actions that it deems to be a possible conflict of interest. Specific examples of conduct that would result in conflicts of interest include the acceptance of a costly gift, loan, benefit, or other consideration of substantial value from a supplier or customer. In addition, employees, or members of their immediate family, should not have a significant financial interest in a supplier, customer, or competitor. Please refer to the Code of Conduct for more details. Contact Human Resources or the Legal Department if you have any questions. Outside Employment We refer you to the Code of Conduct for guidance regarding outside employment. Employee Interests and Activities While EverBank realizes that employees have many interests and activities outside of work, it is important to remember that our work environment includes people whose beliefs, interests, values, and associations are quite varied. For this reason, pictures, posters, banners, music, and decorations should be moderate, discreet, and tasteful, especially as they relate to holidays, religious beliefs, celebrations, causes, observances, political affiliations, and other group associations. Employees should take specific care not to conduct activities at work that may offend or polarize employees or disrupt the workplace. When in doubt, you should seek approval from Human Resources. Solicitations and Distributions In order to limit the amount of interruption in our work day, EverBank prohibits the use of company e-mail for non-business announcements including, but not limited to, items for sale, events, personal announcements, and lost and found items. EverBank does provide an electronic bulletin board for such things. Depending upon the EverBank location, physical bulletin boards may also be available. Management reserves the right to review the use of these, and may determine that certain items are not appropriate. Company e-mail and address books should not be used for solicitation of any kind other than for company sponsored events approved by the company President. Personal solicitation for any purpose is not allowed in order to minimize interruptions to your workday. The distribution of non-business materials is also prohibited at any time in work areas. The selling of Avon products, school-fund-raising items and other products or services is forbidden everywhere but in the break room and only after receiving senior management approval. Employees should be aware that many employees are uncomfortable with solicitations and should govern their actions accordingly. EverBank does believe in supporting certain designated charitable organizations such as the United Way. We believe that these play an important role in defining the company’s awareness and concern for broadbased community projects. Company sponsored events must be approved according to the applicable company approved guidelines. Safety Policy The health and safety of our employees is given the utmost consideration in every work area of the Company. Employees at all levels of the organization are responsible for making safety and health a matter of continuing concern. Please keep your eyes open and always be alert to potential safety or health hazards. You are encouraged to submit safety and health suggestions at any time. If you or someone else is injured in any way while at work, report it to your supervisor immediately. Your supervisor will ensure that the injured person receives appropriate attention and should contact the Human Resources Department for further instructions. As part of EverBank’s commitment to a safe and secure work environment, each employee is required to wear his or her name badge so that others can identify him or her as an employee. - 22 -

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Any employee seeing a person in one of our work areas who is not an employee, vendor or other visitor identified with an appropriate visitor badge should approach that person or have a member of the management team or the facilities groups approach them. Personal Property The Company does not assume any responsibility for your personal belongings. The best way to prevent any loss or damage is to keep your valuables out of sight. Performance Standards If you do not meet EverBank’s standards of work performance, punctuality, attendance, or personal conduct, you may be given an opportunity to improve. If improvement does not occur or the problem is so severe that corrective action is not practical, you will be terminated. Inclement Weather There may be occasions when severe weather conditions hinder travel to a work site. The decision to close any EverBank office shall be made by Senior Management. At no time should employees’ safety be jeopardized in an attempt to comply with ―business as usual‖ circumstances during severe weather or any dangerous situation. Employees can call the EverBank Employee Emergency Information Number at 1(888)327-0522 to determine if an office is closed during inclement weather. Garnishments and Attachments The Company only accepts attachments or garnishments on an employee's pay as required by law. Voluntary wage orders will not be accepted. Employees who are in financial difficulty are encouraged to seek financial counseling. Keeping Us Informed It is your responsibility to ensure your personal information is up to date. Please make sure to update any changes – such as address, phone number or emergency contact – to your personal information via Employee Self Service. For your safety, it is important that your record has the most up to date emergency contact information. Please contact the Payroll Department with any questions. Name changes require a new government issued Social Security card issued in the new name. Please contact the Payroll Department for further details. Leaving EverBank This section provides you with necessary information in the event you leave our employment. Resignation If you decide to resign, you are expected to notify your supervisor in writing at least two working weeks before you plan to leave. If you neglect this simple courtesy, it could affect possible reemployment with EverBank. If you voluntarily resign, have satisfied the minimum employment requirements for vacation benefits, and are an employee in good standing, you will be paid in full for any unused vacation you have earned as of that date. If you have used any unearned vacation leave during your last year of employment, it will be deducted from your final paycheck. Unused vacation, sick, personal days, or holidays may not be included as part of the notification period.

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Exit Interview The Human Resources Department usually schedules a personal exit interview with you upon notification that you are leaving EverBank. Exit interviews serve three purposes: To help EverBank learn of ways to improve our organization. To clear up any misunderstandings that may exist with the departing employee. To provide you with information about your final paycheck and your employee benefits coverage. We encourage and welcome your candid thoughts and suggestions during these interviews. Re-Employment Former employees wishing to return to EverBank should apply for current openings in the same manner in which other candidates apply. The applications of all candidates will be evaluated based on the Equal Employment Opportunity policy stated earlier in this handbook. Break-In-Service If you resign from EverBank and are later reemployed, the intervening period during which you were not employed by EverBank is called a ―Break-In-Service.‖ Your benefit eligibility could be affected by such breaks-in-service. Therefore, if you have been employed with us on a previous occasion, be sure to bring this to the attention of the Human Resources Department. Travel & Entertainment Policy & Procedure The Travel & Entertainment Policy & Procedures and other travel related documents are located in the company intranet. If you have any questions about the Travel & Entertainment Policy & Procedures, please contact: Gena Guttry at 904-470-2782 for travel related questions Shantelle Lawton at 904-281-6367 for expense reimbursement questions

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SECTION 5: YOUR BENEFIT PACKAGE Introduction Generally, all full-time or part-time employees who are normally scheduled to work at least 30 hours per week are eligible to participate in the EverBank Employee Benefits Program upon meeting the eligibility requirements. These benefits are designed to help you and your dependents maintain good health, protect you from catastrophic losses, and contribute toward a financially secure future. Commissioned employees not receiving a base salary are not eligible for paid time off benefits. EverBank continually reviews the benefit package to ensure that it remains cost-effective, competitive and responsive to its employees' needs. EverBank's benefits presently include: Medical Insurance Dental Insurance Vision Plan COBRA Coverage Cafeteria Plan Flexible Spending Accounts Group Life Insurance Additional Life Insurance for Employee/Spouse/Child Accidental Death and Dismemberment Insurance for Employees/Family Travel Accident Profit Sharing and Savings Plan [401(k) plan] Sick Time Salary Continuation Long-Term Disability Paid Time Off o Holidays o Vacation o Personal Time o Funeral Leave Other Absences and Leaves o Personal Leave of Absence o Military Leave o Jury Duty Workers’ Compensation Family and Medical Leave Act (FMLA) Severance Plan Recognition Programs/Other Benefits This section will generally outline many of EverBank's present benefits. If you need further or more specific information about benefits, please contact the EverBank Family of Companies Solution Center at (866)913-2319. As this is a summary, legal plan documents will prevail in the event of any discrepancies. There may be variations in certain parts of the country that are not highlighted here. Benefit handout material can be provided for a full explanation of the benefits to you. You are eligible to enroll in EverBank’s group medical, group dental, vision, Flexible Spending Accounts, group life and accidental death and dismemberment (AD&D) insurance, additional life and AD&D insurance for employee/spouse/child, and group long-term disability insurance the first of the month coincident with or following hire. In some cases, should you choose not to enroll in one or more of the plans, you will be required to sign a waiver to that effect.

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Medical Insurance All full-time and part-time employees who are normally scheduled to work at least 30 hours per week are eligible. The effective date of coverage is the first day of the month coincident with or following hire. You may elect to enroll your eligible dependents. EverBank contributes substantially to the cost of your coverage. Should you choose not to enroll in the group medical plan, you will be required to sign a waiver to that effect. Any late enrollments, except for ―family status change‖ cases, are required to wait until the next open enrollment which is in the spring for a June 1st effective date. Any questions should be directed to the EverBank Family of Companies Solution Center at (866)913-2319. Dental Insurance All full-time or part-time employees who are normally scheduled to work at least 30 hours per week are eligible. The effective date of coverage is the first day of the month coincident with or following hire. EverBank allows you to decide whether or not to enroll in one of the dental plans offered. Any late enrollments, except for ―family status change‖ cases, are required to wait until the next open enrollment which is in the spring for a June 1st effective date. The two options are: 1. The Preferred Provider Organization (PPO) which allows you to receive treatment from any dental provider. There is a deductible as well as a maximum annual benefit. Services rendered by an in-network provider are generally paid at a higher level than those rendered by a nonnetwork provider. 2. The Managed Care Program (DMO) plan (available in 23 states) which requires you to choose a dentist from those listed in the Network Directory. There is no deductible and no annual maximum benefit; however, certain services will require a co-payment from you. Vision Plan All full-time and part-time employees who are scheduled to work at least 30 hours a week are eligible for participation in the Vision Care Plan. The effective date of the coverage is the first day of the month coincident with or following hire. Employees pay 100% of the vision care premium pre-tax. The Vision Care Plan offers you and your family the benefit option that covers routine eye care, including eye exams and eyeglasses (lenses and frames) or contacts per a schedule. Any late enrollments, except for ―family status change‖ cases, are required to wait until the next open enrollment which is in the spring for a June 1st effective date. COBRA Coverage All employees who have separated from service and/or their enrolled dependents may be eligible to continue medical, dental, vision and participation in the medical Flexible Spending Accounts on an aftertax basis, as provided under the EverBank group plans, at their own expense. This coverage is subject to the terms and conditions defined under the Consolidated Omnibus Budget Reconciliation Act (COBRA). Under COBRA, most employees are generally considered eligible for continuation of coverage for themselves and/or their enrolled dependents for up to 18 months upon termination of employment or upon a reduction of hours. All employees will obtain information about COBRA from the Human Resources Department at the time of new employee orientation and within 14 days of their separation information being updated into the Human Resources system.

Cafeteria Plan Under Section 125 of the tax code, employees are eligible to receive benefit deductions on a pre-tax basis. Under this plan, employees’ contributions for medical, dental, and vision premiums are to be paid on a pre-tax basis.

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Flexible Spending Accounts The Flexible Benefit plan helps you to keep more of your earnings by lowering the amount of income tax you pay each year. Once you have met the eligibility requirements to enroll in EverBank’s health insurance program, you may also choose to participate in the Health Care Reimbursement Account and/or the Dependent Care Reimbursement Account. Employees earning $110,000 or more are not eligible to participate in the Dependent Care FSA. The Health Care Reimbursement Account enables you to pay for expenses which are not covered by the Company’s medical, dental, or vision plan or privately held insurance policies. You designate an amount to be deducted from each paycheck to be put into an account to cover eligible expenses incurred during the plan year (June 1st – May 31st). The Dependent Care Reimbursement Account enables you to establish an account from which out-ofpocket, work-related dependent day care costs can be paid. An eligible dependent is any member of the employee’s household that you claim on your Federal Income Tax Form 2441. This includes children under the age of 13, dependents who are physically or mentally unable to care for themselves or elderly care. The Internal Revenue Service establishes a maximum of $5,000 if single or married filing jointly or $2,500 if married filing separately. There is a minimum annual amount of $100 for Dependent Care Reimbursement. Our current vendor provides the Visa® debit card which looks like a typical credit or debit card, is issued under the Visa system and can be used to pay for eligible expenses at any approved pharmacy, provider’s office, or retail merchant who utilizes an IRS approved inventory system at the point of sale. Attempts to use the FSA card at retail stores who do not use an approved IRS inventory receipt system will result in transaction denial at the point of sale. A list of participating retailers can be found on the FSA carrier website. Please keep all receipts for expenses, even those paid by the debit card, as all accounts are subject to audit to ensure compliance with IRS regulations. These are ―use it or lose it‖ programs. Any monies left in the Health Care or Dependent Care accounts at the end of the plan year will be forfeited. A grace period of 90 days is available after the close of the plan year to submit claims for services rendered during the plan year for payment. Because of the forfeiture of unused funds, it’s important for you to carefully consider the amount of contributions to these accounts. Please see the Flexible Benefit Plan Summary located in the Forms Library on Employee Self Service for complete information on each type of account and for important tax regulations. Health Savings Account Employees who elect to enroll in the high-deductible health plan (PPO HSA) are eligible to contribute pretax dollars to a Health Savings Account (HSA) with Fifth Third Bank. The HSA account balance will roll over from one plan year to another, and EverBank will contribute to the HSA account (the contribution amount is dependent upon the date of enrollment). You may contribute to an HSA account if you are age 64 or younger and: You have coverage under a qualified HDHP (such as the CIGNA PPO HSA) You do not have any other medical insurance coverage (specific injury insurance is permitted; such as accident, disability, dental, vision, or long-term care insurance) You are not enrolled in Medicare You cannot be claimed as a dependent on someone else’s tax return You can use the money in your HSA account to pay for any ―qualified health care expense‖ permitted under federal tax law. This includes most medical care and services (including some over-the-counter drugs), as well as dental and vision care. A list of HSA eligible and ineligible expenses can be found in the Forms Library on Employee Self Service (ESS). Expenses incurred prior to establishing your HSA account are not eligible. Any amounts used for purposes other than to pay for ―qualified health care expenses‖ are taxable as income and subject to an additional 10 percent tax penalty. Beginning in 2011, the penalty is increased to 20%. For more information about the HSA account, review the guide book and other information in Forms Library on the Employee Self Service web site.

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Group Life Insurance All full-time and part-time employees who are normally scheduled to work at least 30 hours per week are eligible. The effective date of coverage is the first day of the month coincident with or following hire. The plan allows you to make a personal decision based upon your need for life insurance protection. Coverage under the Basic life insurance option is automatic. Coverage under additional requires an affirmative election by you. Employee Basic: This option provides coverage (Life and Accidental Death and Dismemberment) equal to your annual base salary rounded to the next higher $1,000. This level of coverage is provided to you at no cost. Employee Additional: This option allows you to elect life insurance coverage up to $750,000 in $10,000 increments. Guarantee issue is $300,000; any amount in excess of $300,000 requires Evidence of Insurability. Evidence will also be required if coverage is requested after initial eligibility or an increase in the amount of coverage is requested. This coverage is available at low group premiums. Commissioned employees will receive a minimum coverage level of $30,000 for Basic Life and AD&D. Please refer to the Life Summary Plan Description for more information. This document can be found within the Forms Library in Employee Self Service. Additional Life Insurance for Spouse and/or Child(ren) Employees can choose additional life insurance for their spouse and/or child(ren) at 100% cost to the employee. Amount available for spouse is 50% of employee amount. Guarantee issue is $30,000. Any amount in excess of $30,000 requires Evidence of Insurability. Children may be covered for a flat $5,000 or $10,000 provided the employee has elected at least twice the additional life amount for themselves. Evidence of Insurability will be required to increase a current amount or if coverage is being requested after initial eligibility. Accidental Death and Dismemberment Insurance Plan In addition to the Accidental Death and Dismemberment (AD&D) coverage included in the Group Life Insurance Program, you may also increase your overall insurance protection with additional benefits. Additional Accidental Death and Dismemberment covers you and/or your family 24 hours a day, on or off the job. You may elect additional AD&D coverage up to a maximum of $500,000. Coverage over $250,000 may not exceed 10 times your salary. This coverage is available through low group premiums. Please refer to the Summary Plan Description for more information. This document can be found within the Forms Library in Employee Self Service. Travel Accident Travel accident insurance is provided by the company to all full-time and part-time employees who are normally scheduled to work at least 30 hours per week. EverBank provides coverage for a bodily injury sustained in an accident while on a bona fide business trip. Coverage begins at the time you leave your residence or place of employment for a business trip and ends when you return to your residence or place of employment. Travel to and from work or while an employee is on vacation or leave of absence is excluded. This benefit provides five times your annual salary with a maximum benefit of $1,000,000 for all benefit eligible employees. This policy is in addition to coverage that is currently available through Workers’ Compensation. This policy provides coverage in the event of Accidental Death and Dismemberment (AD&D), as well as a Seat Belt Benefit (an additional $10,000). In the event of dismemberment or death, the bodily injury resulting from the accident will be payable only for specific losses as defined in the contract. Injuries such as sickness and disease would be excluded. This policy will not cover any bodily injury that is self-inflicted, due to an act of war, or occurring while you serve in the armed forces. Additional restrictions and limitations may apply. - 28 -

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Profit Sharing and Savings Plan Savings Portion of the Plan Employees who are at least 18 years of age and are regularly scheduled to work more than 1,000 hours of service per year are eligible to participate in the Savings portion of the plan. Employees are eligible to enter the Savings portion of the Plan on the first day of the month coincident with or following their date of hire. Employees who are not regularly scheduled to work more than 1,000 hours of service per year are excluded from participation. This would generally include employees classified as Trusted Advisors, oncall, temporary or certain part-time employees of the Company. Participants may elect to defer up to 18% of their salary through pre-tax payroll deductions and invest in several funds. The Company matches the first 3% of your contribution $1.00 for $1.00; thereafter the Company will match $.50 on the dollar for the fourth and fifth percentage you contribute. The matching contribution is sent to the trustee each pay period and invested based on your direction. You are 100% vested in the Match immediately.

Profit Sharing Portion of the Plan Employees who are age 21 and who work 1,000 hours per calendar year are eligible to participate in the profit sharing portion of the plan effective the next January 1 or July 1 following date of hire. Upon meeting these conditions, you are eligible to receive a Profit Sharing allocation if you work 1,000 hours or more during the Plan year and are still an active employee on December 31 of any given Plan year. If the Company’s profitability goals are met, the Board of Directors may authorize a contribution to be distributed to participants. Participants are vested in their profit sharing allocation upon completion of two years of service and 1,000 hours worked per year of service. All details are governed by the plan document. Sick Time Paid sick days are granted solely for the purpose of protecting you from loss of income during brief periods of illness, or required care of an immediate family member due to illness. If you are normally scheduled to work 30 hours or more per week, you are eligible for sick pay after 60 days of employment. You may receive sick pay for up to 6 days (pro-rated for part-time employees based on regularly scheduled work hours) due to illness or injury, or family illness within a calendar year. Any absence of 3 or more days due to your own health condition requires a doctor’s note and you must have a release from the doctor before you can return to work. There is no carryover of unused sick time to subsequent years. During your first year of employment, the allowance is pro-rated based upon the month of hire. Commissioned employees who do not receive a base salary are not eligible for sick time. Personal illnesses or injuries requiring an absence of six or more consecutive business days due to hospital or home confinement may be covered under the Salary Continuation policy. Absences exceeding these guidelines and those not approved by senior management will be without pay. Employees are subject to disciplinary action for unsatisfactory attendance as defined in the Attendance Guidelines policy. Should you leave EverBank, you will not be paid for unused sick time. Month of Hire

Sick Hours Granted

Month of Hire

Sick Hours Granted

January

48

July

24

February

44

August

20

March

40

September

16

April

36

October

12

May

32

November

0

June

28

December

0

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Salary Continuation It is the policy of EverBank to provide full-time and eligible part-time employees salary continuation as financial protection against illness, pregnancy, surgery, injury, or temporary disability. Salary continuation is granted solely for the purpose of protecting employees from loss of income for a limited period of time during periods of illness that last greater than one workweek. The policy provides pay benefits in the form of full or partial pay for eligible employees. You must meet the following requirements before being eligible for salary continuation: Must complete six full months of continuous employment; in a regular full-time or part-time employment status (temporary and/or on-call employment does not qualify); and Must be a full-time, active employee (not currently on a leave of absence); or A part-time employee normally scheduled to work 30 or more hours per week Commissioned employees not receiving a base salary are not eligible for salary continuation. There is a one-week waiting period, i.e., five (5) consecutive business days before salary continuation th benefits begin. Coverage begins on the 6 business day of illness if supported by physician certification documents. You must apply any earned and unused sick, personal, or vacation time during the five-business-day waiting period, with the exception of state mandates. In the event that all paid time off is exhausted, the five-business-day waiting period at the start of the disability leave will be unpaid. The waiting period will apply for each requested disability leave of absence (FMLA or other) unless the leave requested is within 30 days of a previous leave of absence, and for the same documented disability. The amount of salary continuation you are eligible for is determined according to your length of service with the company. The following is a schedule of the disability pay available to eligible employees after the waiting period during a leave of absence: Duration of Service 0–6 months 6–11 months 1–2 years 3–4 years 5–7 years 8–11 years 12+ years

Weeks of pay at 100% 0 2 2 4 6 8 12

Weeks of pay at 75% 0 0 2 4 7 8 8

Weeks of pay at 50% 0 0 2 4 7 8 6

Eligibility For the purposes of this policy, the term, ―disability,‖ is defined as a period of your own illness or injury that continues for six (6) or more consecutive business days, during which you are unable to perform all of the material and substantial duties of your position, on an active employment basis due to the illness or injury. You must be under the care of a licensed physician during this time and approved by the Benefits Department for a leave of absence (under FMLA or other) for non-work-related illnesses or injuries, or approved by EverBank and Affiliates Workers’ Compensation carrier for work-related illnesses or injuries. Other Disability Pay Pay benefits under this program are offset by any statutory benefits, including, but not limited to, any state disability or Workers’ Compensation benefits for which the employee is eligible, i.e. only the difference between the statutory benefit and salary continuation will be paid, as applicable.

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Length of Eligible Pay Salary continuation is based on your company seniority date (which includes bridging of service and is your ―anniversary date‖ for benefit purposes) as of the beginning of a leave of absence. As described below, each approved leave of absence includes a waiting period before salary continuation benefits begin, in accordance with the terms of this policy. At no time will any employee be eligible for more than the maximum of 26 weeks (6 months) Salary Continuation. Eligible pay under this program is available once per anniversary year. Required Documentation Employees requesting salary continuation must provide completed leave request and physician certification documents applicable to their leave of absence before there will be any payment of benefits under this policy. Payments will cease as per physician certification documents outlining necessary leave time. Additional certification must be provided in the event a disability is extended beyond the original dates documented. Exclusions The company will not provide salary continuation benefits for conditions arising from: Injury or illness incurred while illegally involved in riots, civil insurrections or felonies. Injury or illness incurred while working for another employer. Service in the armed forces, willful intention to injure or kill oneself or another, or criminal activity. Disability Procedures If an employee is on a leave of absence and away from work for three (3) consecutive business days or more due to his/her own illness or injury: The Benefits Department should receive notification of the employee’s absence immediately (no rd later than the 3 day of leave) from the employee or department manager. A physician certification form should be completed and forwarded to the Benefits Department as soon as possible or: 30 days prior to a planned absence. Within 5 days of an unplanned absence. The employee on leave of absence must provide a release from the doctor prior to returning to work to assist in determining the employee’s ability to perform the essential functions of his/her job. Required Documentation Employees who satisfy the requirements under this program are eligible for salary continuation if their leave of absence paperwork is completed and filed in a timely manner. The following paperwork is necessary to be completed prior to any disability payment: 1. FMLA Leave of Absence Request Form; or 2. Personal/Medical Leave of Absence Request Form (when FMLA is not applicable) 3. Certification of Health Care Provider Form - for both FMLA and Non-FMLA illness/absence (outlines the dates the employee is under doctor’s care and unable to perform job functions) In its discretion, the company may require and assume the cost of a second medical opinion. If the first and second opinions differ, a binding third opinion may be required and paid for by the company. If a third opinion is obtained, the third opinion will be treated as the official physician certification form under this policy. Failure to Provide Timely Notification Salary continuation benefits are not payable until proper physician documentation is received by the Benefits Department. Failure to provide physician documentation may result in delayed or non-payment for the time away from work. Undocumented time away from work is also unprotected with regard to attendance policy guidelines.

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Concurrent Benefits If the employee is eligible for time off under the Family and Medical Leave Act (FMLA) Policy, and the paid disability leave qualifies, the leave of absence and salary continuation will run concurrent and count toward the maximum leave duration under the applicable leave of absence policy, as well as toward the time off for which the employee might be eligible under a state mandated plan. Payment Procedures Salary continuation, with proper documentation received by the Benefits Department, may be payable th beginning on the sixth (6 ) consecutive business day of absence. Depending upon employment classification and length of service, eligible employees will receive paid, partial-paid, or unpaid leave time under this program. Salary continuation is based on your company seniority date as of the beginning of your disability leave. Pay Following the Waiting Period th

Beginning on the sixth (6 ) consecutive business day of the disability leave, you are eligible to receive pay benefits based on the applicable pay schedule for your years of service and the length of documented care under a physician, i.e., benefits are only payable while you’re under the care of a physician and unable to work due to your illness or injury. Pay benefits received are offset by any statutory benefits, including, but not limited to, any state disability or Workers’ Compensation benefits for which you may be eligible, i.e. only the difference between the statutory benefit and salary continuation will be paid, as applicable. Intermittent Pay Salary continuation benefits may be paid on a temporary basis, in hourly or daily increments, due to a recurring condition that previously qualified for benefits under this program. The intermittent time off must be directly related to and/or resulting from the previously approved disability illness/injury leave (FMLA or other). A physician certification form or release to return to work must be provided indicating the employee’s ability to return to work at part-time, intermittent, or limited duty status. Eligible Pay for More Than One Leave in an Anniversary Year An employee requesting multiple leaves of absence for his/her own disability within the same 12 month period of time (looking backwards from anniversary date) may receive reduced salary continuation benefits as determined by how much eligible pay is still available upon each new disability leave of absence. Renewal of Benefits The appropriate benefit level is restored to the maximum on the employee’s anniversary date. If on leave when the anniversary date occurs, the employee’s benefits will not be restored until the employee has returned to work for a full business day. Salary continuation is not an accrued benefit. Therefore, any unused benefit is not carried over to the next anniversary year, and any unused benefit is not paid upon termination. Termination of Employment If an employee has reached the end of their approved disability leave (FMLA or other) and no further extension is approved, or additional physician documentation is not received; Employment will terminate on the date the approved leave ended Eligible employees, following FMLA exhaustion, may be eligible to continue a leave status without job protection in order to receive any remaining salary continuation benefits after supporting physician certification of the continuing disability is received, i.e. continued pay under this program will only apply if the employee applies and is eligible for Long Term Disability (LTD) benefits. Additional physician certification will be requested as necessary. Please refer to the FMLA policy for additional information. - 32 -

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There will be no renewal or increase in salary continuation benefits. Health and other benefits will cease at the end of the month of termination and the employee will be eligible for COBRA continuation benefits as applicable.

Health & Other Benefits Employees on a leave of absence are responsible to continue premium payment on any insurance benefits in which he/she is currently enrolled and wishes to continue during the absence. While salary continuation benefits are paid during the leave of absence and while the employee is still employed with the company, the employee’s portion of insurance premiums will continue to be taken from his/her paychecks if the benefits are continued during the leave. Paid Time Off Eligible sick, personal and accrued vacation time will be paid out (with the exception of state mandates) during the leave of absence to keep you paid at full pay (100%) for as long as possible. Unpaid leave of absence status is not available until all means of paid time off have exhausted. No un-accrued vacation time will be paid during the leave of absence. In addition, you will cease to accrue vacation time while on a leave of absence, paid or unpaid. Paid time off is not reinstated at the beginning of the year for employees receiving salary continuation while on a disability leave of absence (FMLA or other). Eligible paid time off is reinstated when the employee returns to work for one full business day. Holidays Employees are not paid for holidays while receiving pay under this program or while on a leave of absence under any other paid or unpaid leave policy. In addition, employees will not earn floating holiday for holidays that occur during the leave of absence. Salary Review If the employee’s salary review date occurs during the leave of absence, the salary will be reviewed at that time. Any salary increase for which the employee is eligible will be effective on the date of return from leave and will not be administered retroactively. Commissioned Employees Commissioned employees who also have a base salary may receive salary continuation pay as a percentage of the base salary only. Long-Term Disability The Long-Term Disability Plan provides you with income protection in the event that an illness or injury keeps you off the job for an extended period. This benefit applies in those circumstances involving a total disability lasting for more than six continuous months. If you meet the eligibility requirements, you will generally receive a monthly payment equal to 60% of your base salary up to a maximum of $6,000 a month; officers are eligible for a maximum of $10,000 a month. Commissioned employees should contact HR Connection Hotline at 1(800)281-7688, option 8. This benefit is provided at full cost to the Company through an insurance policy. You are eligible the first of the month coincident with or after your hire date if you are normally scheduled to work 30 hours or more per week. Please refer to the Summary Plan Description for more information. This document can be found within the Forms Library in Employee Self Service.

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01.04.2011

Paid Time Off In addition to sick leave, EverBank provides you with four other forms of paid leave: holidays, vacation, personal leave, and funeral leave. Holidays EverBank generally recognizes the following: New Year’s Day Martin Luther King’s Day President’s Day Memorial Day Independence Day

Labor Day Veteran’s Day Thanksgiving Day Day After Thanksgiving Day Christmas Day

Other companies in the EverBank family also recognize 10 holidays. However, business needs may require other arrangements to be made, including the use of floating days in some Companies. Company specific holiday schedules can be found within Employee Self Service. These schedules are subject to change, and employee announcements are made to keep everyone informed. Floating holidays are not allowed to be carried over. If you have any questions about holiday time, your manager will be glad to discuss them with you. As a full-time employee, you will be paid eight hours straight time for any day on which the Company is closed in observance of a holiday. If you are a part-time employee, normally scheduled to work 30 hours a week or more, you will be paid for the number of hours you are normally scheduled to work for any day the Company is closed for a holiday. Due to different company schedules and how holidays fall during certain calendar years, floating holidays will be issued per the holiday schedule. Floating holidays should always be taken in full day increments and employees should work with their supervisors in scheduling these days. Floating holidays may be used prior to the holiday they are issued for but, if the employee leaves prior to the actual holiday, the time will be deducted from their final paycheck. If the holiday has passed and the employee has not used their floating holiday, the time will be paid to the employee upon termination. Vacation During your first year, you earn (accrue) vacation leave at the rate of one day per month (pro-rated for part-time employees based on regularly scheduled work hours). You are eligible to take accrued vacation leave after 60 days of employment. If you are not actively employed on January 1 of a calendar year (e.g. due to disability or leave of absence), you will not be eligible for any paid vacation until you have returned to active employment and worked at least one day in that calendar year. NOTE: Those hired after August 31st will not accrue vacation during their year of hire. In the calendar year following the year in which you were hired, you will accrue 12 days of vacation at the rate of one day per month (pro-rated for part-time employees). Vacation days may be taken in advance, but must be paid back if you leave the Company. After five years of service you will accrue 17 days per year, and after ten years of service, 22 days per year. Once an employee completes five or ten years of service, the vacation accrual will automatically increase during the employee’s specific anniversary month and the additional time will be available through year end. Employees on commission with no base salary are not eligible for paid vacation time. In addition, officers at or elected to the Assistant Vice President level or higher are eligible for five additional days of vacation per year. Those elected to Vice President levels are eligible for 22 days of vacation per year. The additional accrual will automatically increase at the time of election and the additional time will be available through year end. The maximum number of days of vacation for any employee is 22 days per year, regardless of level or length of service. Officer titles refer to EverBank corporate legal titles only as approved by corporate resolution. This does not include those officers with limited signing power. Some departments may require employees to take 5 consecutive days off to follow federal recommendation. Department Managers will set this guideline as appropriate and communicate to - 34 -

01.04.2011

employees who fall under this requirement. Senior Management may approve up to 5 days of vacation to carry over to the subsequent year. This should be done on a limited basis, as employees are encouraged to use their vacation time throughout the year. In rare circumstances, unique year-end business needs may prohibit an employee from using a significant portion of their allotted vacation. In these circumstances, Executive Management may approve unused amounts in excess of 5 days to be carried over or paid out in cash at year end. These exceptions are discouraged, but may be approved by Executive Management. We will make every effort to accommodate your preferred vacation schedule. However, the workload in your department is an important factor; therefore, your supervisor must grant approval for your vacation in advance. Personal Time Full-time employees are provided up to 24 hours of paid time off per year. Hours for part-time employees who are normally scheduled to work 30 hours or more per week are pro-rated based on regularly scheduled work hours. Employees on commission with no base salary are not eligible for paid personal time. This time is used to take care of personal matters. During your first year of employment, personal time will be earned as follows:

Date of Hire

Personal Hours

January 1 - April 30

24 hours

May 1 – August 31

16 hours

September 1 – October 31

8 hours

November 1 – December 31

0 hours, due to the inability to complete the 60 days of continuous service

You are eligible to take personal time off once you have completed 60 days of continuous service. This time is for personal business only and is not to be used as an extension of your vacation. Personal time may be used for such events as doctor's appointments made in advance (doctor's appointments when you are ill will be charged to sick time), religious observances, marriages, moving day, childcare, voting, court appearances, school closings and related child issues, and other personal affairs. You should provide your supervisor with as much advance notice as possible prior to taking personal time. Remember that supervisory approval is required. Personal time cannot be carried over from one year to the next. Should you leave EverBank, you will not be paid for any unused hours. Nonexempt employees track this time within the Payroll eTime system, while exempt employees should use the 24hour annual allowance as a guideline for acceptable time away for personal business. All employees, both exempt and nonexempt, should make use of this benefit in time blocks that are necessary to handle the particular personal issue. Other Absences and Leaves You may find that you need time off on occasions that are not covered under the preceding Paid Time Off policies. Under the circumstances outlined below, paid or unpaid absences may be available to eligible employees. Leaves of absence require the prior approval of your supervisor and/or manager. Funeral Leave Policy Full-time employees and part-time employees normally scheduled to work 30 or more hours a week who have completed 60 days of service are provided up to three paid days of funeral leave for the death of a member of his or her immediate family or a significant other. Immediate family includes the following: spouse, parent (birth, foster or adoptive), children (birth, foster or adopted), brother, sister, parents-in-law, grandparent and grandchildren. Immediate family will also include a parent in-law, brother/sister in-law, and grandparent in-law. Step relationships are also included, that is, the employee’s step-mother or father, step-child(ren), step-sister or brother, step-grandparents and step-grandchild(ren). A relative who - 35 -

01.04.2011

is a member of the employee’s household will also be included. Funeral leave will not be counted as an incidence of absence. See your manager if you have special circumstances that are not specifically included. Employees who need to take additional time off, or time off for the death of a relative or person not included in this policy may request to use their available paid time off or, if paid time off is not available, they may request unpaid personal time off, which may be granted at the discretion of the manager. Personal Leave of Absence An unpaid Personal Leave of Absence may be granted to full-time, part time employees normally scheduled to work at least 30 hours per week or commissioned employees with six months of service for circumstances that require the employee to be away from work for more than three days and that do not meet FMLA guidelines. A personal leave may not exceed three months and is subject to prior approval by your supervisor and/or manager and the Human Resources Department A Personal Leave of Absence is unpaid except for an employee’s unused personal time and accrued vacation time that must be exhausted prior to the leave going unpaid, as allowable by state mandates. A Personal Leave of Absence is considered a break in service. Other leaves of absence may be available in compliance with state or federal regulation, dependent upon an employee’s state of residence. Further questions and inquiries can be directed to the HR Hotline at 1(800)281-7688, option 8. Military Leave EverBank and Affiliates (―the Company‖) provides certain military leave benefits to employees who serve in the Armed Forces of the United States. Additionally, the Company complies with all applicable laws and regulations related to military leaves of absence. Any full-time, part-time or commissioned employee serving in the U.S. Armed Services who requires time off to fulfill military obligations may take the time required off under the provisions of this policy. The time off may be paid or unpaid. Refer to the Military Leave Policy within the HR portion of the intranet for more information. Jury Duty If you are a full-time employee or part time employee, normally scheduled to work 30 or more hours per week called to jury duty the Company will pay your full salary while you serve. You must report to work any time that you are not required in court. You are entitled to keep the juror's fee in addition to your salary. Commission employees without a base salary are not eligible to receive pay while serving jury duty. Workers’ Compensation All employees are covered by Workers’ Compensation benefits that pay for an illness, injury or a death which begins or occurs after you are employed by EverBank and which is caused by, or related to, your employment. Workers’ Compensation provides benefits for both temporary and permanent disability. You are required to immediately report all job-related injuries to your supervisor and to the Human Resources’ Benefits Department. In addition, you will be required to submit to a drug screening test within 24 hours of the injury. Benefits through Workers’ Compensation vary from state to state on the initial waiting period. After the initial waiting period Workers’ Compensation is paid at 66 2/3% of current pay. Commissioned employees who do not receive a base salary will receive pay based upon earnings in the twelve months prior to the Workers’ Compensation injury/accident. Severance Pay The EverBank "Severance Pay Plan" is available on the HR intranet site. Please contact Human Resources if you have any questions.

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01.04.2011

EMPLOYEE RIGHTS AND RESPONSIBILITIES UNDER THE FAMILY AND MEDICAL LEAVE ACT (FMLA) Basic Leave Entitlement FMLA requires covered employers to provide up to 12 weeks of unpaid, job-protected leave to eligible employees for the following reasons: For incapacity due to pregnancy, prenatal medical care or child birth; To care for the employee’s child after birth, or placement for adoption or foster care; To care for the employee’s spouse, son or daughter, or parent, who has a serious health condition; or For a serious health condition that makes the employee unable to perform the employee’s job. Military Family Leave Entitlements Eligible employees with a spouse, son, daughter, or parent on active duty or call to active duty status in the National Guard or Reserves in support of a contingency operation may use their 12-week leave entitlement to address certain qualifying exigencies. Qualifying exigencies may include attending certain military events, arranging for alternative childcare, addressing certain financial and legal arrangements, attending certain counseling sessions, and attending post-deployment reintegration briefings. FMLA also includes a special leave entitlement that permits eligible employees to take up to 26 weeks of leave to care for a covered service member during a single 12-month period. A covered service member is a current member of the Armed Forces, including a member of the National Guard or Reserves, who has a serious injury or illness incurred in the line of duty on active duty that may render the service member medically unfit to perform his or her duties for which the service member is undergoing medical treatment, recuperation, or therapy; or is in outpatient status; or is on the temporary disability retired list. For more information on FMLA leaves of absence, please refer to the FMLA policy in the HR section of the Intranet under Policy and Procedures. Leave request forms and certification forms are located in the Forms Library on the Employee Self Service (ESS) website http://portal.adp.com. Benefits and Protections During FMLA leave, the employer must maintain the employee’s health coverage under any ―group health plan‖ on the same terms as if the employee had continued to work. Upon return from FMLA leave, most employees must be restored to their original or equivalent positions with equivalent pay, benefits, and other employment terms. Use of FMLA leave cannot result in the loss of any employment benefit that accrued prior to the start of an employee’s leave. Eligibility Requirements Employees are eligible if they have worked for a covered employer for at least one year, for 1,250 hours over the previous 12 months, and if at least 50 employees are employed by the employer within 75 miles. Definition of Serious Health Condition A serious health condition is an illness, injury, impairment, or physical or mental condition that involves either an overnight stay in a medical care facility, or continuing treatment by a health care provider for a condition that either prevents the employee from performing the functions of the employee’s job, or prevents the qualified family member from participating in school or other daily activities. Subject to certain conditions, the continuing treatment requirement may be met by a period of incapacity of more than 3 consecutive calendar days combined with at least two visits to a health care provider or one visit and a regimen of continuing treatment, or incapacity due to pregnancy, or incapacity due to a chronic condition. Other conditions may meet the definition of continuing treatment. Use of Leave An employee does not need to use this leave entitlement in one block. Leave can be taken intermittently or on a reduced leave schedule when medically necessary. Employees must make reasonable efforts to schedule leave for planned medical treatment so as not to unduly disrupt the employer’s operations. Leave due to qualifying exigencies may also be taken on an intermittent basis.

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Substitution of Paid Leave for Unpaid Leave Employees may choose or employers may require use of accrued paid leave while taking FMLA leave. In order to use paid leave for FMLA leave, employees must comply with the employer’s normal paid leave policies. Employee Responsibilities Employees must provide 30 days advance notice of the need to take FMLA leave when the need is foreseeable. When 30 days notice is not possible, the employee must provide notice as soon as practicable and generally must comply with an employer’s normal call-in procedures. Employees must provide sufficient information for the employer to determine if the leave may qualify for FMLA protection and the anticipated timing and duration of the leave. Sufficient information may include that the employee is unable to perform job functions, the family member is unable to perform daily activities, the need for hospitalization or continuing treatment by a health care provider, or circumstances supporting the need for military family leave. Employees also must inform the employer if the requested leave is for a reason for which FMLA leave was previously taken or certified. Employees also may be required to provide a certification and periodic recertification supporting the need for leave. Employer Responsibilities Covered employers must inform employees requesting leave whether they are eligible under FMLA. If they are, the notice must specify any additional information required as well as the employees’ rights and responsibilities. If they are not eligible, the employer must provide a reason for the ineligibility. Covered employers must inform employees if leave will be designated as FMLA-protected and the amount of leave counted against the employee’s leave entitlement. If the employer determines that the leave is not FMLA-protected, the employer must notify the employee. Unlawful Acts by Employers FMLA makes it unlawful for any employer to: Interfere with, restrain, or deny the exercise of any right provided under FMLA; Discharge or discriminate against any person for opposing any practice made unlawful by FMLA or for involvement in any proceeding under or relating to FMLA. Enforcement An employee may file a complaint with the U.S. Department of Labor or may bring a private lawsuit against an employer. FMLA does not affect any Federal or State law prohibiting discrimination, or supersede any State or local law or collective bargaining agreement which provides greater family or medical leave rights.

Other Benefits/Recognition Programs Tuition Assistance and Professional Development EverBank and Affiliates is committed to enhancing the effectiveness of employees in accomplishing the mission and goals of the company. To that end, the company will assist employees financially by reimbursing a portion of their educational expenses, based on the program guidelines. To qualify for Tuition Assistance, the following conditions must be met: You must have completed six months of continuous employment with the Company prior to the start of the school term. You must be a full-time employee or be normally scheduled to work 30 or more hours per week. You must complete an Application for Tuition Assistance and receive management (or SVP if graduate level) approval prior to the start of the course(s). For a first time application, an employee must also submit the full degree program details. An annual cap of $4,000 will apply for all reimbursed expenses with a lifetime cap of $12,000. Employees are required to sign a promissory note prior to receiving reimbursement for each course. An employee who voluntarily leaves the company, or is terminated for reasons other than job elimination, will be required to repay the company for all funds received under the program in the 12 months prior to the separation date. - 38 -

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Undergraduate courses required for, or leading to, an Associate’s or Bachelor’s Degree in a businessrelated field of study may be eligible for approval. Graduate level courses required for a Master’s Degree will be eligible for reimbursement with approval from an SVP or higher, if business-related. Core courses required for the degree program are eligible for reimbursement; however, some elective courses, if not business or job-related, will not be eligible. After successful completion of course(s) that are approved under the Tuition Assistance Program, reimbursement will be rewarded in the following manner: 90% for ―A‖ and ―B‖ grades, 80% for ―C‖ grades, 50% for textbooks and required software. A passing grade for a CLEP test will be reimbursable at 50%. Grades of a ―D‖ or lower are ineligible for reimbursement. Textbooks and required software for classes in which a ―D‖ or lower is earned are also ineligible for reimbursement. Additional details regarding the Tuition Assistance Program may be obtained from Human Resources’ Benefits Department or in the Forms Library in Employee Self Service. The company may pay for courses at colleges, universities or technical schools taken by employees who are not seeking a degree. The approval for reimbursement will be dependent upon the course and its relevance to the employee’s current or future potential position with the company. While this is not covered by tuition assistance, it may fall under professional development, which is also paid by the company once proper approvals are in place. Ask your manager about professional development opportunities that are offered by external providers. Service Recognition To recognize the value of the continued service of our employees, EverBank presents service awards on a regular basis to qualified employees. These awards begin after your fifth year of employment and continue at each five-year milestone in your career with EverBank. “This Buck’s For You" Peer Recognition Program EverBank recognizes that co-workers are often the best observers of employees who deserve recognition and appreciation; therefore, in most EverBank locations, each employee is given a supply of Bucks to pass out each year to outstanding co-workers in recognition of their contribution and hard work. Employees have an opportunity throughout the year to win cash and/or prizes as a part of this program. Prizes are subject to change. Employee of the Quarter Program Each quarter, EverBank employees are asked to nominate their selections for Employee of the Quarter. A winner is chosen from each division of the company. Each nominee should demonstrate outstanding service, job knowledge, and problem solving skills, as well as teamwork, customer focus, and commitment. Please see the nomination form on the company intranet for specific details. Any employee who has completed his or her 90 day initial introductory period is eligible for nomination. In some divisions, an Employee of the Year is selected, often from those employees who have been recognized that year as Employees of the Quarter. Please see the company intranet for more information about EverBank’s employee recognition programs.

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Employee Mortgage Loans Because EverBank is in the business of loan origination, we offer an attractive mortgage loan package to our employees. EverBank offers a preferred rate and price for full-time and part-time employees working 30 or more hours per week and who have completed their 90 day introductory period. Origination, underwriting and document review fees will be waived. Pass-through fees will be charged as is customary. Strict care is taken throughout the process to ensure confidentiality. Inquiries should be directed to EverBank of Florida. Bank Benefits As an EverBank employee you have the opportunity to apply for any of our leading online banking products including the FreeNet® Checking Account featuring no-fee online banking and bill payment*. Directly deposit your payroll check and start earning interest from the moment your funds are deposited. Visit www.everbank.com or one of four Jacksonville Financial Centers for more information. *$1,500 minimum initial deposit requirement and online bill payment fee waived for EverBank employees. All products subject to qualification and credit approval. Miscellaneous Programs In Jacksonville, these are available from time to time including on site car detailing, on site café (home office), discount programs, etc. Visit the HR portion of the Company Intranet for more information.

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SECTION 6: CONCLUSION EverBank is pleased to have you as a member of our team. We desire, within our ability and resources, to offer you working conditions that provide for your well-being, interest and satisfaction in doing a good job; work schedules as convenient as business will permit; fair pay for your services; and opportunities for self-improvement, growth and advancement. We hope your employment at EverBank will be a pleasant and rewarding experience. If you have questions regarding the Company or its policies, please do not hesitate to ask your supervisor, manager or a representative of the Human Resources Department. Neither this Handbook or any other employment documents or publication establishes a contract of employment.

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This information is provided as information to new employees and may not be copied for or distributed to customers or potential customers. This information is not advertising as defined by section 226.2(a)(2) of Regulation Z. www.everbank.com