Common use of Defined Terms in Annex K Clause in Contracts

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 2.2 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I)

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 3 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 5 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 6 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 7 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 8 2.9 Reports 9 8 2.10 No Undisclosed Liabilities 9 8 2.11 Offering of Securities 10 9 2.12 Litigation and Other Proceedings 10 9 2.13 Compliance with Laws 10 9 2.14 Employee Benefit Matters 11 9 2.15 Taxes 11 10 2.16 Properties and Leases 11 10 2.17 Environmental Liability 12 10 2.18 Risk Management Instruments 12 11 2.19 Agreements with Regulatory Agencies 12 11 2.20 Insurance 13 11 2.21 Intellectual Property 13 11 2.22 Brokers and Finders 13 12 2.23 Disclosure Schedule 13 12 2.24 Previously Acquired Preferred Shares 14 12 2.25 Related Party Transactions 14 12 2.26 Ability to Pay Dividends 14 12 ARTICLE III COVENANTS 14 13 3.1 Affirmative Covenants 14 13 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 17 ARTICLE IV ADDITIONAL AGREEMENTS 21 18 4.1 Purchase for Investment 21 18 4.2 Legends 21 18 4.3 Transfer of Preferred Shares 22 19 4.4 Rule 144; Rule 144A; 4(1 1/24(11/2) Transactions 22 20 4.5 Depositary Shares 24 21 4.6 Expenses and Further Assurances 24 21 ARTICLE V MISCELLANEOUS 24 21 5.1 Termination 24 21 5.2 Survival 25 22 5.3 Amendment 25 22 5.4 Waiver of Conditions 26 22 5.5 Governing Law; Submission to Jurisdiction; etc. 26 22 5.6 No Relationship to TARP 26 23 5.7 Notices 26 23 5.8 Assignment 27 23 5.9 Severability 27 24 5.10 No Third Party Beneficiaries 27 24 5.11 Specific Performance 27 24 5.12 Interpretation 27 24 Annex C (General Terms and Conditions) Page 2 ARTICLE I

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I20

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 7 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 12 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I20

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 20 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 25 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(11/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I27

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 10 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I27

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 2.1 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 2.2 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I)

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 3 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 10 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 13 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 3.2 Negative Covenants 19 ARTICLE IV ADDITIONAL AGREEMENTS 21 20 4.1 Purchase for Investment 21 20 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 4.5 Depositary Shares 24 23 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 25 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 26 5.9 Severability 27 5.10 5.1 No Third Party Beneficiaries 27 5.11 5.1 Specific Performance 27 5.12 5.1 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. SBLF 0530 [Execution Copy] ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 7 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 8 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 12 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 SBLF 0530 [Execution Copy] ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 23 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE ISBLF 0530 [Execution Copy]

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/21⁄2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I27

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE IPage

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 2.1 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 2.2 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 5.1 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With with Identity Verification Requirements 7 2.5 Authorization; , Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 12 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 14 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 15 3.1 Affirmative Covenants 14 15 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I22

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I)

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASEPurchase; CLOSING Closing 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 2.1 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 2.2 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE Article III COVENANTS Covenants 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I)

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) 6/13/2011 ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants Ability to Pay Dividends 20 Annex C (General Terms and Conditions) Page 1 6/13/2011 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I6/13/2011

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 3 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 8 2.9 Reports 9 8 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 9 2.12 Litigation and Other Proceedings 10 9 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 10 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 11 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 12 2.21 Intellectual Property 13 12 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 13 2.25 Related Party Transactions 14 13 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 18 ARTICLE IV ADDITIONAL AGREEMENTS 19 4.1 Purchase for Investment 19 4.2 Legends 19 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I)

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends Dividends. 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(1½) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE IExecution Copy

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. SBLF0278 [Execution Copy] ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 8 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 SBLF0278 [Execution Copy] ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/24(11/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE ISBLF0278 [Execution Copy]