Establishing Performance Goals; Other Terms and Conditions. The Committee may establish for each Performance Period one or more performance goals for each Participant or for any group of Participants (or both). The Committee may provide for a threshold level of performance below which no amount of compensation will be paid and a maximum level of performance above which no additional amount of compensation will be paid, and it may provide for the payment of differing amounts of compensation for different levels of performance, as well as minimum required payments. Without limiting the Committee’s discretion hereunder, performance goals # may be established # on a Company-wide basis, # with respect to one or more business units, divisions, Subsidiaries or products, # based on individual performance or other individual measures or # any combination thereof, and # may be expressed in absolute terms or relative to other metrics including internal targets or budgets, past performance of the Company, the performance of one or more similarly situated companies, performance of an index, outstanding equity or other external measures. The payment of any compensation under the Plan, and the establishment of performance goals, as applicable, shall be subject to such other rules and conditions as the Committee may establish.

Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.

"Performance Goal" means one or more performance measures or goals set by the Committee in its discretion for each grant of a Performance-Based Compensation Award. The extent to which such performance measures or goals are met will determine the amount or value of the Performance-Based Compensation Award that a Participant is entitled to exercise, receive or retain. For purposes of the Plan, a Performance Goal may be particular to a Participant, and may include any one or more of the following performance criteria, either individually, alternatively or in any combination, subset or component, applied to the performance of the Company as a whole or to the performance of a Subsidiary, division, strategic business unit, line of business or business segment, measured either quarterly, annually or cumulatively over a period of years or partial years, in each case as specified by the Committee in the Award: # Stock value or increases therein, # total shareholder return, # operating revenue, # tangible book value or tangible book value growth, tangible book value per share or growth in tangible book value per share, # earnings per share or earnings per share growth, # fully diluted earnings per share after extraordinary events, # net earnings, # earnings and/or earnings growth (before or after one or more of taxes, interest, depreciation and/or amortization), operating earnings and/or operating earnings growth, # profits or profit growth (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures), # operating cash flow, # operating or other expenses or growth thereof, # operating efficiency, # return on equity, # return on tangible equity or return on tangible common equity, # return on assets, capital or investment, # sales or revenues or growth thereof, # deposits, loan and/or equity levels or growth thereof, # working capital targets, # assets under management or growth thereof, # cost control measures, # regulatory compliance, # gross, operating or other margins, # efficiency ratio (as generally recognized and used for bank financial reporting and analysis), # interest income, # net interest income, # net interest margin, # non‑interest income, # non-interest expense, # credit quality, net charge-offs and/or non-performing assets (excluding such loans or classes of loans as may be designated for exclusion), # percentage of non-accrual loans to total loans or net charge-off ratio, # provision expense, # productivity, # customer satisfaction, # satisfactory internal or external audits, # improvement of financial ratings, # achievement of balance sheet or income statement objectives, # quality measures, (xxxviii) regulatory exam results, # achievement of risk management objectives, (xl) achievement of strategic performance objectives, (xli) achievement of merger or acquisition objectives, (xlii) implementation, management or completion of critical projects or processes, or (xliii) any component or components of the foregoing (including, without limitation, determination thereof, in the Committee's sole discretion, with or without the effect of discontinued operations and dispositions of business units or segments, non‑recurring items, material extraordinary items that are both unusual and infrequent, non-budgeted items, special charges, accruals for acquisitions, reorganization and restructuring programs and/or changes in tax law, accounting principles or other such laws or provisions affecting the Company's reported results). Performance Goals may include a threshold level of performance below which no payment or vesting may occur, levels of performance at which specified payments or specified vesting will occur, and a maximum level of performance above which no additional payment or vesting will occur. Performance Goals may be absolute in their terms or measured against or in relationship to a pre-established target, the Company's budget or budgeted results, previous period results, a market index, a designated comparison group of other companies comparably, similarly or otherwise situated, or any combination thereof. The Committee shall determine the Performance Period during which a Performance Goal must be met, and attainment of Performance Goals shall be subject to certification by the Committee. The Committee retains the discretion to adjust the compensation or economic benefit due upon attainment of Performance Goals and to adjust the Performance Goals themselves.