Ernst & Young LLP 5 Times Square New York, New York 10036-6530 Tel: (212) 773-3000 www.ey.

com

8 October 2012

Richard Allen Stirne 8 Perimeter Center East Apt. 1535 Atlanta, Georgia 30346

Dear Richard: On behalf of Ernst & Young U.S. LLP (EY), I am pleased to confirm our internship offer to you in the Assurance Services Practice in our Atlanta office. We believe that you are the kind of person who will grow and thrive in our inclusive and supportive culture, where your unique talents and contributions will be recognized and valued. We hope you will find our work environment is both challenging and fulfilling. In the pages that follow, you'll find all the necessary details about your responsibilities, compensation, start date, benefits and various legal requirements. Should you decide to accept this offer as outlined below, please sign at the bottom of this document and return it to us by 1 December 2012. If you have any questions or concerns, please let us know as soon as possible. As you make this important decision, please keep in mind that EY is committed to fostering a professional environment where your career may flourish. Because of EY's dedication to providing high quality, value-added services, our dynamic practice continues to expand allowing us to provide you with diversified and challenging assignments and an outstanding environment for professional growth. You will associate with exceptional professionals throughout your internship, and you will be given every possible opportunity to advance your career objectives. Please read all of the attached information, and if the terms of our offer are acceptable to you, please sign where indicated. We look forward to hearing from you. Sincerely,

Susan Bell Partner

A member firm of Ernst & Young Global Limited

Richard Allen Stirne Below is the following information about EY's offer to Richard Allen Stirne: Title, Compensation, Start Date Terms of Offer and Employment Confidentiality Agreement Code of Conduct Independence Policy Identity and Eligibility Documents Keeping in Contact How to Respond

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Title, Compensation, Start Date Your full-time internship will commence in the Winter of 2013. Your start date will be communicated to you as dates are finalized. Effective on your first day of employment, your monthly base salary will be $4,000, and will be payable semi-monthly on the 15th and last day of each month. Overtime will be paid for hours worked in excess of 40 hours per week at the premium overtime rate of one and one-half times your regular hourly rate. For those states where overtime laws differ from the federal laws, overtime will be paid in accordance with those laws. Due to the temporary nature of your employment, you will not be eligible for most benefits, which includes but is not limited to: holiday pay, vacation, health and dental coverage, and severance pay. You will be required to follow EY's travel guidelines and expense policy, and will be reimbursed for eligible business related travel expenses; however, you will not be compensated for your travel to and from the Atlanta office. EY's offer of employment is contingent upon maintaining, at a minimum, your current grade point average. In accordance with this contingency, you will be expected to send an unofficial copy of your transcripts after each semester/quarter to your recruiter. Terms of Offer and Employment Your employment relationship with EY is "at-will." This means that either you or EY may terminate the relationship at any time for any reason with or without notice or cause, unless stated otherwise in an employment agreement signed by an authorized person. Nothing contained in any policies or rules, or any representation of the contrary, will alter that relationship unless in writing signed by an authorized person. You understand that if an employment related dispute arises between you and EY, it will be subject to mandatory mediation/arbitration under the terms of EY's alternative dispute resolution program, known as the Common Ground Program. This offer is also contingent upon your successful completion of our hiring process, including receipt of information satisfactory to EY in response to our pre-employment investigation and completion of a Public Company Accounting Oversight Board (PCAOB) Consent Form. You will receive a link to the PCAOB Consent Form and the Common Ground Program in a future communication. Please note that our offer is subject to the

Richard Allen Stirne

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terms and conditions set forth in the application you completed for employment at EY and upon your maintenance of a strong academic record, including, without limitation, in course work that EY deems relevant to the position for which you are receiving an offer. EY may withdraw your offer of employment if it determines in its discretion that these conditions are not met. In accordance with this contingency, you will be expected to send an unofficial copy of your transcripts after each semester/quarter. Confidentiality Agreement All employees are subject to EY's knowledge sharing policies. As a condition of your employment with EY, you will be required to sign a Confidentiality Agreement. You will receive a link to this agreement in a future communication. Code of Conduct The Americas Code of Conduct provides the ethical framework that guides our response to the challenging and sometimes difficult choices we face. Upon joining EY, you will be responsible for being familiar with and complying with the Code and with any other procedural or administrative policies that apply to your particular job functions. You will be required to sign the Code of Conduct affirmation upon your hire and thereafter on an annual basis. You will receive a copy of the Code in your Welcome Kit which we will send upon your acceptance of our offer. Please read it over carefully so that you will be prepared to sign the Code during your first days with EY. Independence As an intern, you are subject to EY's independence policies with respect to engagements on which you personally participate. Therefore, it is your responsibility PRIOR TO PROVIDING ANY SERVICES to inform your supervisor/manager of any possible independence issues regarding client engagements to which you are assigned. You will be rescheduled when necessary to avoid any possible independence issues. You are not required to dispose of any investments at this time. However, should you become a regular full-time employee at a future date, you will be required to follow EY's independence policy. We have included a summary for your review. All client serving employees are subject to EY's independence policy. Our policy, among other things, prohibits you, your spouse or spousal equivalent, and dependents ("immediate family members") from holding or committing to acquire any financial interests in EY's audit or other attest clients and proscribed non-clients. There are also restrictions on depository and lending relationships with client financial institutions, insurance policies, and certain other relationships such as brokerage accounts. Additionally, there are potential restrictions on the employment of or participation in employee benefit plans of a client of EY of an immediate family member or non-dependent close relative. You should become familiar with the requirements of this policy and any prohibited relationships/investments will need to be

Richard Allen Stirne

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changed or disposed of prior to the start of your employment. Please contact your recruiter if you have any questions regarding the requirements of the policy in your personal situation. Your recruiter, in conjunction with a Human Resource professional or Americas Independence, will be able to answer your questions. Once you have joined EY, it will be your ongoing responsibility to ensure full compliance with EY's policy requirements. (Practice Support and Administrative Support personnel are not subject to EY's independence policies.) Identity and Eligibility Documents To comply with the federal immigration laws, we are required, as a condition of employment, to have you complete a Form I-9 and present the specified identity and employment eligibility documents for our review upon commencing employment with us. This form will be sent to you, along with other documentation and information, as your start date approaches. Keeping in Contact Knowing where and how to get in touch with you is vital to ensuring your smooth transition to EY. Information will periodically need to be shared with you and/or provided by you during this transition period. You will need to provide an unofficial transcript, including coursework completed to date, on or before your first day of employment. Maintaining accurate contact information in your online profile will enable us to ensure that vital payroll and other important documents can be delivered promptly. Please update as necessary. How to Respond Richard, thank you for taking the time to visit with us and explore internship opportunities in our Assurance Services Practice. If the terms stated in this letter are agreeable to you, please sign on the line provided and respond to our offer no later than 1 December 2012. Instructions are included regarding the return of this letter. Please contact your recruiter, Lauren Elizabeth Barrs at +1 404 541 7071 with your offer decision, if you have questions, or need additional time to make your decision. We look forward to providing you with the opportunity for a rewarding and challenging internship with Ernst & Young. By checking this box, I acknowledge that I have read this Offer. My signature below, whether handwritten or typed, constitutes my understanding and acceptance of all Terms and Conditions set forth above.

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