Attorney Review. Employee is hereby advised that he/she should consult with an attorney prior to executing this Agreement and Release.

Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

Periodic Review. Periodically review executed subscription agreements entered into by the Company for the sale of Notes in connection with the Offering;

Payment of any award to an employee is subject to management’s review.

Review Procedure. If the Claimant is determined by the Bank not to be eligible for benefit, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Claimant (and counsel, if any) an opportunity to present his of her position to the Bank verbally or in writing, and the Claimant (or counsel) shall have the tight to review the pertinent documents. The Bank shall notify the Claimant of its decision in writing within the 60-day period stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the 60- day period is not sufficient, the decision may be deferred for up to another sixty (60) days at the election of the Bank, but notice of this deferral shall be given to the Claimant.

Review Procedure. If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

Administrative Review. If an Employee makes a written request alleging a right to receive payments under this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such actions shall be treated as a claim for benefits. All claims for benefits under this Plan shall be administered by the Vice President, Global Compensation & HR Shared Services or equivalent role or, if delegated, to such human resources director or appropriate administrator at the Employee’s business unit (“Administrator”). If the Administrator determines that any individual who has claimed a right to receive benefits, or different benefits, under this Plan is not entitled to receive all or any part of the benefits claimed, the Administrator shall inform the claimant in writing of such determination and the reasons therefore in terms calculated to be understood by the claimant. The notice shall be sent within 90 days of the claim unless the Administrator determines that additional time, not exceeding 90 days, is needed. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and shall describe any additional material or information that is necessary. Such notice shall, in addition, inform the claimant of the procedure that the claimant should follow to take advantage of the review procedure set forth below in the event the claimant desires to contest the denial of the claim. If the Employee is not notified within the 90 day period specified herein, he or she may assume the claim has been denied.

Review of Claims (Other than Disability Claims). If any claim, other than a Disability Claim, is denied, the Claimant or the Claimant’s duly authorized representative, upon written application, may request a review of such denial, may review pertinent documents, and may submit issues and comments in writing. The request must be addressed to the General Counsel of the Company at its then principal place of business. A Claimant must file such written request for review within sixty (60) days after the receipt by the Claimant of a notice denying the initial claim or within sixty (60) days after the claim is deemed to be denied. Upon its receipt of the request for review, the General Counsel will notify the Company of the request. Upon its receipt of notice of a request for review, the Company will appoint a person other than a member of the Committee to be the claims reviewer. The decision on review shall be rendered not later than sixty (60) days after the Committee’s receipt of the Claimant’s request for review, unless special circumstances require an extension of time for processing, in which case the sixty (60) day period may be extended to one-hundred-twenty (120) days if notice is provided to the Claimant in writing within the initial sixty (60) day period stating the reason for the extension. If notice of the decision on the review is not furnished in accordance with this paragraph (i), the claim will be deemed denied and the Claimant will be permitted to exercise his or her right to legal remedy pursuant to paragraph # of this [Section 6.6].

If special circumstances require an extension of time for processing, the decision shall be rendered as soon as possible, but not later than 120 days (or in the case of a disability claim, 90 days) after receipt of the request for review, provided that written or electronic notice and explanation of the delay, including the special circumstances causing the delay and the date by which the Plan expects to render its decision, are provided to the claimant prior to commencement of the extension. Such decision by the Appeals Committee shall not be subject to further review.

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Body, and with respect to such consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, it shall not have been withdrawn, terminated, lapsed, expired or is otherwise no longer effective;