CASH 2017 Proxy Statement

APPENDIX C META FINANCIAL GROUP, INC. 2002 OMNIBUS INCENTIVE PLAN (as amended and restated, effective November 24, 2014) Amendment Number 2 WHEREAS , Meta Financial Group, Inc. (the “Company”) sponsors and maintains the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan (as amended and restated, effective November 24, 2014, the “Plan”) to facilitate equity compensation and other incentive awards to selected directors, officers and employees; and WHEREAS , the Company desires to amend the Plan to increase the number of shares available for awards under the Plan. NOW, THEREFORE , and subject to shareholder approval, the Plan is hereby amended as follows: 1. Section 4(a) of the Plan is amended by replacing the phrase “1,150,000 Shares” with the phrase “1,600,000 Shares.” 2. In all other respects, the Plan shall remain unchanged and in full force and effect. Adopted this 1st day of November, 2017 by the Company’s Board of Directors and effective on the date it is approved by the Company’s shareholders. 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 C-1