Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

Defined Terms. Except as otherwise specifically defined in the Acceptance Certificate or this Terms & Conditions, the capitalized terms used in this Terms & Conditions shall have the same meaning as the terms defined in the Plan.

Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan, the Award Agreement Acceptance Certificate (the “Acceptance Certificate”), and the Terms & Conditions set forth herein.

Please confirm your acceptance to the terms and conditions of this agreement by signing it below.

All equity awards require your acceptance of the terms and conditions contained in the Plan Documents.

The Borrowers may confirm their acceptance of the terms and conditions of this letter by signing the acceptance on the enclosed duplicate of this letter and returning it to the Bank.

By acceptance of this co-investment plan award, Participant agrees to all the terms and conditions hereof:

Acceptance of Escrow Agency. The Escrow Agent accepts the agency hereby created, subject to the following terms and conditions.

Options granted under the Plan shall be, as determined by the Committee, nonqualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine, and as evidenced by the related Award agreement:

All options granted under this Plan shall be subject to the foregoing, and to the following, terms and conditions and to such other terms and conditions not inconsistent therewith, as the Committee shall determine.