#Section 3 of the Addendum is hereby amended and restated to read in its entirety as follows:

Addendum. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Service Providers who are tax residents of a particular country other than the United States may be subject to an addendum to the Plan in the form of an Appendix. To the extent that the terms and conditions set forth in an Appendix conflict with any provisions of the Plan, the provisions of the Appendix shall govern. The adoption of any such Appendix shall be pursuant to Section 15 above.

Addendum. Notwithstanding any provisions in this Agreement to the contrary, this Award shall be subject to any special terms and conditions for the Employee’s country of residence (and country of employment, if different), as set forth in the applicable addendum to this Agreement. Further, if the Employee transfers residency and/or employment to another country reflected in an addendum to this Agreement, the special terms and conditions for such country will apply to the Employee to the extent ​ determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan (or ​ may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s transfer). Any applicable addendum shall constitute part of this Agreement.

Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on [Appendix A] for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on [Appendix A] as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. [Appendix A] constitutes part of this Grant Agreement.

Addendum No. 2, Sellers’ Facilities on Maui and Hawaii, [Section 19], Notices, is hereby amended by deleting and replacing it in its entirety with the following:

This Pre-2005 Addendum may be amended or terminated at any time by the Board in its sole discretion at any time and from time to time by written resolution expressly modifying this Pre-2005 Addendum provided, however, that no such amendment or termination shall impair any rights to any benefits that have accrued hereunder, and further provided that no such amendment or termination of the Pre-2005 Addendum shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any time after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Pre-2005 Addendum, is determined by the Board of Directors to be immaterial, or applies solely to Directors who in the case of a Southern Change in Control are not Directors on the date of the Southern Change in Control. Following a Southern Change in Control, nothing in this Section 10.1 shall prevent the Board of Directors from amending or terminating the Pre-2005 Addendum as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Pre-2005 Addendum as a result of a previous Southern Change in Control. It is the Company’s intent that any modification to this Pre-2005 Addendum shall not constitute nor shall it be interpreted to be a “material modification” of any right or feature of this Pre-2005 Addendum as such term is defined under Code Section 409A, Internal Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or any subsequent guidance promulgated by the Treasury Department, unless the Pre-2005 Addendum is amended contemporaneously to comply with Code Section 409A.

Term of Addendum. The Company and the Executive agree that the term of this Addendum shall commence on January 1, 2016.

Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement and Addendum, each as amended hereby, each shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement or the Addendum, as in effect prior to the date hereof.

The terms contained in this Second Addendum will be as effective as if they were typewritten in the Lease. In the event there is any conflict between, the Lease Agreement, the First Addendum and this Second. Addendum, the provisions of this Second Addendum will prevail. Aft other terms of the Lease are still in full force and effect. As used in this Second Addendum, the words “this Lease” will mean the Lease, the First Addendum and this Second Addendum.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Albany and the Employee.