CASH 2017 Proxy Statement

APPENDIX B Meta Financial Group, Inc. 2002 Omnibus Incentive Plan (as amended and restated, effective November 24, 2014) Amendment Number 1 Pursuant to Section 14(a) of the 2002 Omnibus Incentive Plan (as amended and restated, effective November 24, 2014) (the “Plan”), effective April 24, 2017, the Plan is hereby amended as follows: Section 5(c)(iii) is hereby amended to read in its entirety as follows: (iii) Stock Certificates or Book-Entry. Any Restricted Stock granted under the Plan shall be issued in either certificated form or book-entry form and held in the Participant’s name by the Company. Such certificate or book-entry shall bear the following (or similar) legend or, if issued in book-entry form, include a similar notation: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Company’s Amended and Restated 2002 Omnibus Incentive Plan and an Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file in the offices of the Secretary of the Company, 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.” **** All other terms under the Plan remain unchanged. META FINANCIAL GROUP, INC. /s/ Glen W. Herrick By: Glen W. Herrick Its: EVP and Chief Financial Officer Meta Financial Group, Inc. | 2017 Proxy Statement B-13