Common use of Restrictions During Period of Restriction Clause in Contracts

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “Period of Restriction” terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “Period of Restriction” shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in Section 2.e below (or which Period of Restriction otherwise terminates as provided in Section 2.d below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “Return on Equity”, the Second Category Shares shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 75% 50th - 62.49th 50% Below 50th 0% Further, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the Third Category Shares based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%

Restrictions During Period of Restriction. The given category of Restricted Shares Units shall be subject to forfeiture by Grantee as specified in the Plan and shall be nontransferable this Agreement until the “"Period of Restriction” " terminates as to such Restricted SharesUnits. The Restricted Shares Units shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares Units have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on March 1, 2018, after the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in this Section 2.e 2 below (or which Period of Restriction otherwise terminates as provided in this Section 2.d 2 below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares Units shall be conditioned upon “"Return on Equity”", the Second Category Shares Units shall be conditioned upon “"Stock Price to Book Ratio”", and the Third Category Shares Units shall be conditioned upon “"Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Units, Second Category SharesUnits, and Third Category Units, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Criteria--Three Year Average Percentile Rank Applicable Vesting Percentage VestingPercentage 75th and Above (Maximum) 100% 62.5th – - 74.9th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period of Restriction terms "Return on Equity", "Stock Price to Book Ratio", and "Tier 1 Capital Ratio" (as defined by the Federal Reserve Bank) shall terminate with mean such terms as determined at year end for the banks that comprise the S&P Supercomposite Regional Bank Index. With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement of the respective three years 2015, 2016, and 2017. The Financial Performance Criteria in accordance shall be determined based on references to measures and percentiles for the peer group banks that comprise the January 1, 2015, S&P Supercomposite Regional Bank Index (with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%peer group banks determined by excluding banks with assets >$50B).

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable subject to the restrictions on transfer specified in the Plan and this Agreement until the “Period of Restriction” terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “Period of Restriction” shall mean the period that commences on the Grant Date and terminates on March 1, 2019, after the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in this Section 2.e below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2 below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “Return on Equity”, the Second Category Shares shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 75% 50th - 62.49th 50% Below 50th 0% 4851-7320-4257.7 Further, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the Third Category Shares Units based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th 65th and Above (Maximum) 100% 55th – 64.9th 75% 50th - 54.9th 50% Below 50th 0%% For purposes of this Agreement, the terms “Return on Equity”, “Stock Price to Book Ratio”, and “Tier 1 Capital Ratio” (as defined by the Federal Reserve Bank) shall mean such terms as determined at year end for the banks that comprise the S&P Supercomposite Regional Bank Index. With respect to the given Financial Performance Criteria, the “Three Year Average Percentile” shall mean the Company’s percentile level on the S&P Supercomposite Regional Bank Index for the average of the numerical measures over the three years 2016, 2017, and 2018. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the January 4, 2016, S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B).

Restrictions During Period of Restriction. The given category of Restricted Shares Units shall be subject to forfeiture by Grantee as specified in the Plan and shall be nontransferable this Agreement until the “Period of Restriction” terminates as to such Restricted SharesUnits. The Restricted Shares Units shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares Units have not previously been forfeited). For purposes of this Agreement, the term “Period of Restriction” shall mean the period that commences on the Grant Date and terminates on March 1, 2019, after the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in this Section 2.e 2 below (or which Period of Restriction otherwise terminates as provided in this Section 2.d 2 below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares Units shall be conditioned upon “Return on Equity”, the Second Category Shares Units shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares Units shall be conditioned upon “Tier 1 Capital Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the First Category Shares Units and Second Category SharesUnits, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 75% 50th - 62.49th 50% Below 50th 0% 4811-2131-0241.7 Further, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the Third Category Shares Units based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th 65th and Above (Maximum) 100% 55th – 64.9th 75% 50th - 54.9th 50% Below 50th 0%% For purposes of this Agreement, the terms “Return on Equity”, “Stock Price to Book Ratio”, and “Tier 1 Capital Ratio” (as defined by the Federal Reserve Bank) shall mean such terms as determined at year end for the banks that comprise the S&P Supercomposite Regional Bank Index. With respect to the given Financial Performance Criteria, the “Three Year Average Percentile” shall mean the Company’s percentile level on the S&P Supercomposite Regional Bank Index for the average of the numerical measures over the three years 2016, 2017, and 2018. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the January 4, 2016, S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B).

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “Period of Restriction” terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “Period of Restriction” shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in this Section 2.e 2 below (or which Period of Restriction otherwise terminates as provided in this Section 2.d 2 below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “Return on Equity”, the Second Category Shares shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – - 74.9th 75% 50th - 62.49th 50% Below 50th 0% Further, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the Third Category Shares based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the later of: (a) the date of certification of achievement of service and financial performance objectives by the Committee Committee; and (“b) the date of confirmation by People Services of Grantee's fulfillment of the Employment and Performance Requirements (the later of which is the "Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the later of the Committee's certification or the confirmation by People Services is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting)) or confirmation, the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period terms "Return on Equity" and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Equity shall be measured as of Restriction December 31 of such year, and Stock Price to Book Ratio shall terminate with be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement of the respective three year period commencing on January 1, 2021, and ending on December 31, 2023. The Financial Performance Criteria in accordance shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximumpeer group banks determined by excluding banks with assets >$50B) 100% Below 50th 0%as of January 4, 2021.

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Criteria--Three Year Average Percentile Rank Applicable Vesting Percentage VestingPercentage 75th and Above (Maximum) 100% 62.5th – 74.9th - 74.99th 75% 50th - 62.49th 50% Below 50th 0% Further1. 4831-2908-2205.2 For purposes of this Agreement, the Period terms "Return on Equity" and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Equity shall be measured as of Restriction December 31 of such year, and Stock Price to Book Ratio shall terminate with be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement three year period commencing on January 1 of the respective calendar year that includes the Grant Date, and ending on December 31 of the second calendar year following the calendar year that includes the Grant Date. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B) as of January 2 of the calendar year that includes the Grant Date (unless that January 2 is not a business day, in accordance with which case the next following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%business day shall be the applicable date in lieu of that January 2).

Restrictions During Period of Restriction. The given category of Restricted Shares Units shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted SharesUnits. The Restricted Shares Units shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares Units have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided due to Grantee's "Retirement" described in Sections 2.a-2.b or for a termination of employment described in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares Restricted Units shall be conditioned upon “Return on Equity”### METRIC_1 ###, and the Second Category Shares Restricted Units shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” ### METRIC_2 ### (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares Target Restricted Units and Second Category SharesTarget Restricted Units, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity ### METRIC_1 ### and Stock Price to Book Ratio ### METRIC_2 ### Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 75% 50th - 62.49th 50% Below 50th 0% Further, the Period of Restriction shall terminate The Applicable Vesting Percentage with respect to the “Applicable Vesting Percentage” of the Third Category Shares based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- a given "Three Year Average Percentile Rank" which falls between two entries for Three Year Average Percentile Rank on the preceding schedule shall be calculated using linear interpolation between the two corresponding entries for Applicable Vesting Percentage 50th Percentage. For purposes of this Agreement, the term ### METRIC_1 ### shall mean ### DEFINITION_METRIC_1 ###. 2 . For purposes of this Agreement, ### METRIC_2 ### shall mean ### DEFINITION_METRIC_2 ###. With respect to ### METRIC_1 ###, the "Three Year Average Percentile" shall mean ### DEFINTION_CALC_1 ### over the three year period commencing on January 1 of the calendar year that includes the Grant Date, and Above ending on December 31 of the second calendar year following the calendar year that includes the Grant Date (Maximum"Three Year Performance Period"). With respect to ### METRIC_2 ###, the Three Year Average Percentile shall mean ### DEFINTION_CALC_2 ### over the Three Year Performance Period. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B) 100% Below 50th 0%as of January 2 of the calendar year that includes the Grant Date (unless that January 2 is not a business day, in which case the next following business day shall be the applicable date in lieu of that January 2). However, such peer group of banks shall be subject to certain adjustments as determined by the Committee.

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Common Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Common Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% Further4831-2908-2205.2 For purposes of this Agreement, the Period terms "Return on Common Equity" (generally defined as the net income available to common shareholders as a percent of Restriction average common equity, but as determined by the Committee) and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall terminate with mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Common Equity shall be measured as of December 31 of such year, and Stock Price to Book Ratio shall be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement three year period commencing on January 1 of the respective calendar year that includes the Grant Date, and ending on December 31 of the second calendar year following the calendar year that includes the Grant Date. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B) as of January 2 of the calendar year that includes the Grant Date (unless that January 2 is not a business day, in accordance with which case the next following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%business day shall be the applicable date in lieu of that January 2).

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable subject to the restrictions on transfer specified in the Plan and this Agreement until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on March 1, 2018, after the date of certification of achievement of service and financial performance objectives by the Committee (“Date of Certification”), as described in this Section 2.e below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2 below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Equity”", the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”", and the Third Category Shares shall be conditioned upon “"Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares Shares, Second Category Shares, and Second Third Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Criteria--Three Year Average Percentile Rank Applicable Vesting Percentage VestingPercentage 75th and Above (Maximum) 100% 62.5th – - 74.9th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period of Restriction terms "Return on Equity", "Stock Price to Book Ratio", and "Tier 1 Capital Ratio" (as defined by the Federal Reserve Bank) shall terminate with mean such terms as determined at year end for the banks that comprise the S&P Supercomposite Regional Bank Index. With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement of the respective three years 2015, 2016, and 2017. The Financial Performance Criteria in accordance shall be determined based on references to measures and percentiles for the peer group banks that comprise the January 1, 2015, S&P Supercomposite Regional Bank Index (with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%peer group banks determined by excluding banks with assets >$50B).

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the later of: (a) the date of certification of achievement of service and financial performance objectives by the Committee Committee; and (“b) the date of confirmation by People Services of Grantee's fulfillment of the Employment and Performance Requirements (the later of which is the "Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the later of the Committee's certification or the confirmation by People Services is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting)) or confirmation, the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Common Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Common Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Four Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period terms "Return on Common Equity" (generally defined as the net income available to common shareholders as a percent of Restriction average common equity, but as determined by the Committee) and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall terminate with mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Common Equity shall be measured as of December 31 of such year, and Stock Price to Book Ratio shall be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Four Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement of the respective four year period commencing on January 1, 2022, and ending on December 31, 2025. The Financial Performance Criteria in accordance shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximumpeer group banks determined by excluding banks with assets >$50B) 100% Below 50th 0%as of January 3, 2022.

Restrictions During Period of Restriction. The given category of Restricted Shares Units shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted SharesUnits. The Restricted Shares Units shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares Units have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided due to Grantee's "Retirement" described in Sections 2.a-2.b or for a termination of employment described in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares Restricted Units shall be conditioned upon “"Return on Common Equity”", and the Second Category Shares Restricted Units shall be conditioned upon “Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” "Total Shareholder Return" (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares Target Restricted Units and Second Category SharesTarget Restricted Units, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Common Equity and Stock Price to Book Ratio Total Shareholder Return Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th 75.0th and Above (Maximum) 200% 50.00th (Target) 100% 62.5th – 74.9th 75% 50th - 62.49th 25.0th (Minimum) 50% Below 50th 25.0th 0% Further, the Period of Restriction shall terminate The Applicable Vesting Percentage with respect to the “Applicable Vesting Percentage” of the Third Category Shares based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- a given "Three Year Average Percentile Rank" which falls between two entries for Three Year Average Percentile Rank on the preceding schedule shall be calculated using linear interpolation between the two corresponding entries for Applicable Vesting Percentage 50th and Above Percentage. For purposes of this Agreement, the term "Return on Common Equity" (Maximumgenerally defined as the net income available to common shareholders as a percent of average common equity, but as determined by the Committee) 100% Below 50th 0%shall mean such term as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Common Equity shall be measured as of December 31 of such year).

Restrictions During Period of Restriction. The given category of Restricted Shares Units shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted SharesUnits. The Restricted Shares Units shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares Units have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares Units shall be conditioned upon “"Return on Common Equity”", and the Second Category Shares Units shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares Units and Second Category SharesUnits, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831###VEST_SCHEDULE_TABLE### 4895-29086122-2205.2 8114.1 Return on Common Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period terms "Return on Common Equity" (generally defined as the net income available to common shareholders as a percent of Restriction average common equity, but as determined by the Committee) and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall terminate with mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Common Equity shall be measured as of December 31 of such year, and Stock Price to Book Ratio shall be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement three year period commencing on January 1 of the respective calendar year that includes the Grant Date, and ending on December 31 of the second calendar year following the calendar year that includes the Grant Date ("Three Year Performance Period"). The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B) as of January 2 of the calendar year that includes the Grant Date (unless that January 2 is not a business day, in accordance with which case the next following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%business day shall be the applicable date in lieu of that January 2).

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the later of: (a) the date of certification of achievement of service and financial performance objectives by the Committee Committee; and (“b) the date of confirmation by People Services of Grantee's fulfillment of the Employment and Performance Requirements (the later of which is the "Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the later of the Committee's certification or the confirmation by People Services is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting)) or confirmation, the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Five Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% Further, the Period of Restriction shall terminate with respect to the “Applicable Vesting Percentage” of the Third Category Shares based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%

Restrictions During Period of Restriction. The given category of Restricted Shares shall be subject to forfeiture by Grantee and shall be nontransferable until the “"Period of Restriction” " terminates as to such Restricted Shares. The Restricted Shares shall vest in Grantee upon termination of the Period of Restriction (to the extent that the Restricted Shares have not previously been forfeited). For purposes of this Agreement, the term “"Period of Restriction” " shall mean the period that commences on the Grant Date and terminates on the date of certification of achievement of service and financial performance objectives by the Committee (“"Date of Certification”"), as described in Section 2.e 2.d below (or which Period of Restriction otherwise terminates as provided in Section 2.d 2.c below). In the event the Committee's certification is completed after the close of the New York Stock Exchange on the actual date of such certification (i.e., the date of the Committee meeting), the Date of Certification shall be deemed to be, and the Period of Restriction shall instead terminate, on the next business day. As described below, the Period of Restriction shall terminate based upon the level of achievement of specified financial performance criteria, where the First Category Shares shall be conditioned upon “"Return on Equity”", and the Second Category Shares shall be conditioned upon “"Stock Price to Book Ratio”, and the Third Category Shares shall be conditioned upon “Tier 1 Capital Ratio” " (“"Financial Performance Criteria”"). In this regard, the Period of Restriction shall terminate with respect to the “"Applicable Vesting Percentage” " of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s 's achievement of the respective Financial Performance Criteria in accordance with the following schedule: 1. ###VEST_SCHEDULE_TABLE### 4831-2908-2205.2 Return on Equity and Stock Price to Book Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 75th and Above (Maximum) 100% 62.5th – 74.9th 74.99th 75% 50th - 62.49th 50% Below 50th 0% FurtherFor purposes of this Agreement, the Period terms "Return on Equity" and "Stock Price to Book Ratio" (as defined by the Federal Reserve Bank) shall mean such terms as determined for the banks that comprise the S&P Supercomposite Regional Bank Index (where for the applicable year, Return on Equity shall be measured as of Restriction December 31 of such year, and Stock Price to Book Ratio shall terminate with be measured based on stock price as of December 31 and book value as of September 30 of such year). With respect to the “Applicable Vesting Percentage” given Financial Performance Criteria, the "Three Year Average Percentile" shall mean the Company's percentile level on the S&P Supercomposite Regional Bank Index for the average of the Third Category Shares based upon numerical measures over the Company’s achievement three year period commencing on January 1 of the respective calendar year that includes the Grant Date, and ending on December 31 of the second calendar year following the calendar year that includes the Grant Date. The Financial Performance Criteria shall be determined based on references to measures and percentiles for the peer group banks that comprise the S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B) as of January 2 of the calendar year that includes the Grant Date (unless that January 2 is not a business day, in accordance with which case the next following schedule: Tier 1 Capital Ratio Financial Performance Criteria-- Three Year Average Percentile Rank Applicable Vesting Percentage 50th and Above (Maximum) 100% Below 50th 0%business day shall be the applicable date in lieu of that January 2).